


Spider-Man: Bedlam

by PurePazaak



Series: Spider-Man: Beyond Void and Depths [1]
Category: Spider-Man - All Media Types
Genre: Blood and Gore, Gen, Horror, Mutants, Origin Story, Symbiote - Freeform
Language: English
Status: Completed
Published: 2019-09-11
Updated: 2019-09-16
Packaged: 2020-10-14 16:56:07
Rating: Mature
Warnings: Graphic Depictions Of Violence
Chapters: 13
Words: 56,727
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/20604167
Author URL: https://archiveofourown.org/users/PurePazaak/pseuds/PurePazaak
Summary: In 1995, a meteorite crashes into the Atlantic Ocean, unleashing widespread destruction and death.Ten years later, an orphaned boy attempts to face his past, only to irrevocably set into motion a future beyond his grandest dreams… and his worst nightmares.As powerful moguls and secretive government organizations fumble around in an attempt to control that which they cannot understand, all it takes is a chance encounter to tip Peter Parker’s life over into a broiling sea of madness.-------------------------------------------------------------------------------------------------Spider-Man AU wherein an 18-year-old Peter Parker acquires both his spider-powers and the symbiote at the same time.--Part 1 of a trilogy.My first fanfic ever, so any criticism is very welcome. Originally envisioned as 'Cronenberg meets Spider-Man', but I mellowed it down considerably into a coming-of-age superhero story with horror elements.Now completed!-----------------------------------------------------------------------------------------------





	1. Chapter 1

**1995**

The sky had cracked and split and lit up with a white blinding light followed by a cacophonous sound the likes of which Richard Parker had never before experienced. He had seen it, glancing up from the lunch he had been enjoying with his wife and son in time to catch a glimpse of the falling sun, breaking apart clouds and trailing fire as it roared towards the horizon with staggering speed.

First the light, then the sound. Then the water.

It had come upon them so quickly that they had barely had time to leave the table and run for the stairs. The screams and shouts had lasted for less than a minute, the panic being replaced by terror, then confusion. The diner had been hit with such fury that, his best efforts notwithstanding, he had lost sight of his family within a matter of seconds.

Whenever the slipstream permitted his head to break the cold surface he merely gasped like a desperate animal, then called out their names.

He became entangled with a dead woman’s dress, her weight tugging him deeper down until he desperately managed to kick the lifeless body away. He reached out, tried to grab a hold of something, found nothing as he felt his lungs give way, second by second.

The current pushed him into something sharp, a newspaper stand, an odd feeling enveloping his right leg. The water around him turned red for a moment before it pushed him onwards, deeper and deeper into the maws of his death. He was no longer surfacing, could not scream the names of his family anywhere but in his mind.

More cuts, metal and plastic tearing into both flesh and the shirt his wife had gifted him on their last anniversary.

Coldness enveloping him. He was sure, so sure that they had made it onto the stairwell. Mary had been carrying Peter, running for her life. She had always been a good runner, the only reason he’d joined the track team.

He was sure they’d made it.

He needed to be.

Cold and darkness, cascading…


	2. Chapter 2

**10 Years Later**

Norman Osborn savoured the ocean air, leaning his head out of helicopter door. The finicky aide sitting opposite him almost seemed braced to catch him in the unlikely scenario that he should lose his balance and tumble down on his way to a watery end. He licked his lips in dissatisfaction while patting down his suit pockets. _‘Bootlickers out the wazoo, but not one good cigar when I need it.’_

He had been surveying the sea ever since they had taken off, having grown interested in how the recovering city looked from above. Evidently, the people of New York had hardly idled away for the past decade, and little to no trace remained of the catastrophe from ten years past. Many neighbourhoods looked fresher than ever, in fact, and the city council had used the opportunity to improve infrastructure and clean up the area. His jape at the last board meeting about New York benefitting from a few such ‘waves of opportunity’ every other decade had been met with a lot more laughter than it would have a few years back. _‘Four million dead and we’re already putting it behind us. Who said human tragedy doesn’t have a shelf date?’_

“Sir,” the young aide, a brown-haired man with bright blue eyes, summoned the courage to speak up. “We’ll be arriving at the Triskelion in five minutes.”

“You don’t say.” Norman ran his hand through his auburn hair, careful not to knock aside his sunglasses as he turned his attention towards the large structure that had come into view some minutes past.

A sort of brutish mash-up between an oil rig and a cruise ship, the bizarrely-named complex stood framed against the endless blue of the Atlantic Ocean. Its main structure was dotted with helicopter pads like zits on an unsightly sea creature, and it was evident that the facility was in no short supply of visitors for the day. Several ships littered the sea around the gargantuan floating island, most notably the Nimitz-class carrier parked on its far side. Norman leaned back into the helicopter, slid the door shut, and motioned for his aide to get ready to disembark.

The transport landed with a dull thud and Norman barely gave the soldier opening the door time to step aside before he hopped out onto the platform with practiced ease. The wind from the slowing rotors buffeted his suit, but he stood tall as he straightened his jacket.

“As formal as ever, I rejoice to see.”

Looking past the half-dozen soldiers guarding the helipad, Norman caught sight of the speaker and smiled. “And you look as much like a bedraggled raccoon as you ever have, Otto.”

The portly man by the structure’s entrance wearing a lab coat grinned, running a hand over his heavy five o’clock shadow. “The wonders of modern medicine, if that’s what you can call a dozen cups of coffee per sleepless night.”

Norman clasped Otto Octavius’s hand as he strode over to him. He had not seen the man in months, but it was no exaggeration to claim his work seemed to have taken a heavy toll on him. “You look like hell, old friend.”

“Yeah, well,” he grinned wryly, “at least I’m not running a multi-billion dollar corporation, am I right? Welcome to the Triskelion, Norman.”

“It’s good to finally be here.” Norman motioned for his aide to follow as they began to make their way towards the door leading into the main building. “General Fury?”

“In the Command Centre. I’ll take you there right now.”

The CEO of Oscorp risked a glance at the roundish backpack strapped to the scientist’s back. “No arms today?”

“Sorry to disappoint.” Octavius waved the Marines away as he pushed his glasses up with a crooked smile. “Oh, wait ‘till you see the things I’ve done, Norman.”

Although the Triskelion’s command centre bore many hallmarks of a typical naval vessel’s bridge, it doubtlessly carried a more militaristic Army air about it. Armed Marines stood at key junctures as techs and officers went about their duties poring over maps and documents or droning on through headsets and telephones. No-one seemed to so much as spare a second glance at the two men in suits and the solitary scientist angling their way through the cacophony.

General Nick Fury’s office was situated at the elevated rear section of the command centre. With a nod from Octavius the guard stationed outside the door pressed a security card against a scanner, prompting the way to open up. Within the reception, even more security guards loitered around the secretary’s desk, the latter of whom likewise let them through.

“Fury doesn’t spare expenses by way of security, you may have noticed,” Otto teased as they waited for the door to be opened.

Stepping beyond the final defensive veil, Norman finally got to lay eyes on the man himself. The round office was brightly lit up by the windows covering half of its walls, one of which Fury stood before as he gazed at the small flotilla of ships below. Though his hair was greying significantly, the large man commanded an absolute presence entirely disconnected from the dozen medals strapped to his army fatigues. As he turned, Norman almost felt like he had some kind of all-seeing eye hidden under his eye patch, so intense was the scrutinizing stare.

“Mr. Osborn,” the man drawled as he approached for a handshake. “A pleasure to finally meet you. Welcome to the Triskelion.”

“The pleasure’s all mine, General. This is all very impressive.”

Fury grinned, an ugly gesture that stretched the scar hidden under his right eye. “Good to know our chief investor isn’t having any buyer’s remorse, though there’s much more to show yet.” He motioned for him to sit at one of the chairs before his desk, greeting Octavius with a nod as he made his way to his own seat.

Norman had suspected that he would be received in such a fashion. Old war dogs such as Fury generally distrusted moguls such as him, but he could tell at a glance that as long as he kept the conversation amiable the general would do likewise.

“The Triskelion is indeed a concept unlike any before it,” he said. “Which is why I’ve come to keep it that way.”

“Oh?” Fury leaned on the mahogany table before him with his fingertips resting against each other. “Somehow I didn’t get the impression that your interest in us stemmed from purely architectural and aesthetic fascination.”

Norman smiled. “Of course, there’s the matter of what lays _within_ the Triskelion…”

“Of course.”

“… and what’s within _that_.” He raised an eyebrow.

Fury shot a glance at Otto, who averted his gaze, then turned back to Osborn. “How much do you know, Mr. Osborn? I’m afraid the board kept me out of the little fan club they formed around you.”

“Enough to know what I’m talking about, General,” he replied, “but not enough for me to forsake actually seeing it with my own eyes before I sign all the papers.”

It was now Fury’s turn to raise an eyebrow. “Oh? So the only price I have to pay to allow civilians on this base is to let you get a peek at the United States’ best-kept secret?”

“General,” Otto interjected hastily, “the civilian presence would be negligible at best, easily monitored-”

“What do you know, Mr. Octavius?” Fury snapped, though keeping his tone even. “You know how many security risks would arise from freaking tour groups coming here? Spies, information leaks-”

“At NORAD-”

“Don’t give me that shit, son,” Fury cut him off. “This isn’t goddamn NORAD, this is the atom bomb on fucking steroids.”

“The _atom bomb_?”

Norman quickly spoke up before the outraged scientist could continue. “General, I could pull the ‘committee-decision’ card and just go around you-”

“Try me.”

“But I won’t. Because I want you to understand how dire your situation is without our help.” He motioned for his aide, who’d been waiting quietly by the entrance, and the young man brought over his briefcase. Reaching into it, he pulled out a folder with the word CONFIDENTIAL stamped haphazardly on its surface and handed it over to Fury. “These are the coming decade’s financial predictions for this facility. The ones that the committee wouldn’t let even you see.”

Fury seemed hesitant for a moment, then took out the few documents contained within the folder and read through them. Norman took the time to gaze at the seagulls flying about outside the window. Just a few minutes later, the General had put the folder down without a word, a grim scowl on his cyclopean features. Norman had to keep himself from smiling victoriously, but decided to further sweeten the deal.

“I can get you out of this slump, General. I can keep the Triskelion running for another twenty years. And with Tony Stark on board, probably for another thirty.”

Fury’s eye widened in evident surprise. “Stark? The committee-”

“Stark’s working with _me_, General. And I want to work with you.” He leaned forward. “It’s only the most expensive military project in our nation’s history.”

Octavius was looking warily at Fury as the latter sank into his chair to ponder. After what seemed like a full minute, he stood up and turned his back to them, crossing his arms as he gazed at the ocean below.

“If there’s one thing I came to understand in these past ten years,” he finally said, “then it’s the absolute importance that this project be seen through to the end.”

“Together, we will, General.”

“If that’s what it’ll take.” Fury turned back around, his face a defeated grimace. “Besides, the committee would just get someone else to replace me if I refuse. Those numbers-”

“Were inevitable,” Norman said, standing up, “but soon to be rectified.” He offered his hand.

Fury stared at the open palm for a moment and, with a glance at Octavius, shook it firmly. His eye seemed to contain determination above all else as it focussed on Norman again. “Alright then, Mr. Osborn.”

“And now, General,” Norman grinned, “I’d like to see what you’ve got in store here.”

From the central hub of the Triskelion, a heavily-guarded elevator took them directly into the underwater section of the facility. Norman could feel the slight change in pressure, but was assured that the depth was no more than fifty metres. When the elevator doors opened, he was surprised to see far less guards than on the surface, and through a large bullet-proof window on the far wall he could regard the principal object of his visit.

“My God,” he uttered.

“Yeah,” Otto chuckled. “I think that’s statistically-proven to be the first reaction of anyone entering this room.”

Ueno-54832, the Red Orb, God’s Tear, the Skyfucker… dozens of names had crept up over the past decade for the meteorite that had impacted the sea some 200-odd kilometres off of the United States’ East Coast and racked up over four million deaths. Norman didn’t much care for any of them, but he could not help but stare in awe upon the object of such widespread carnage. Pieces of it had already been removed and shipped aboveground, but before them stood the cataclysmic original, with a water-sealed underwater dome built around its upper half.

And yet the historic rock itself was not the full object of his desire.

Fury seemed to read his mind, speaking before he could voice his thoughts. “Guessing you want to see what we found inside. Well,” he began making his way towards a large research terminal by the window being operated by several men in lab coats, “follow me and you may just meet it.”

The terminal was stationed in front of the window and contained a central dais with several skittering shapes. As Norman approached he recognized the shapes as insects of various kinds. _‘What the hell have they been up to in here?’_

“I’ll be taking my leave here, General,” Otto said without breaking his stride, heading off towards one of the other doors leading deeper into the facility. “I’ll be preparing a sample extraction so our guest can get a good look at it.”

Fury nodded wordlessly, then turned towards the cluster of scientists and spoke up authoritatively. “Doctor Banner!”

A wiry man with shaggy brown hair, a budding beard, and heavy bags under his eyes looked up from a microscope, seemingly hesitant to reply. He stood and approached when Fury indicated for him to come on over to them.

“General?”

“Doctor Banner,” Fury said, palm spread out towards Norman, “this is the CEO of Osborn Industries and, as of today, our newest benefactor: Norman Osborn.”

Norman stretched out his hand, barely feeling surprised by the man’s weak grip. _‘A strong gust could knock this one down.’_

Despite his apparent frailness and timidity, Banner smiled wryly as he shook his hand. “I was beginning to fear that this place was like a black hole for funding. It’s a pleasure to meet you, Mister Osborn.”

“I’m just glad to help.” He looked into the man’s blue eyes, feigning sincerity. “I know how important the work we do here – I always have. I felt it was time to take action.”

“Glad you feel that way, sir.”

Fury leaned against a computer console, glancing at the figures on its monitors. “Mister Osborn here has apparently also secured the backing of New York’s very own prodigal son, Tony Stark. Looks like you might be here until you get your first grey hairs after all, Doctor Banner.”

“Stark? My God!” Banner grinned at Osborn, genuinely beaming at the news. “Mister Osborn I – the committee has truly come through. You have my gratitude.”

“Not everyone understands the sheer importance of the work done here, son,” said Osborn, placing a hand on the scientist’s shoulder. “But I do. Which is why I want to see it.”

“It, sir?”

“The – what did the committee call it?” Norman thought back for a moment. “GN-815 bio-sample…”

“The symbiote?” Banner shot a questioning glance at Fury, who looked back down at the screen.

“Symbiote?” Osborn’s hand was still on Banner’s shoulder. “That’s what you call it? The… alien life-form you found in the meteorite?”

“Yes, sir.” Other scientists were looking up now as Banner pulled himself away from Norman. He looked around uncertainly for a moment, then walked over to the large glass screen set against the wall. Norman followed him.

Through the glass they could see a crane-like machine lowering what seemed like a large sphere towards the side of the meteorite. Just before he could ask what was going on, the room containing the astral rock began flashing with a red alarm, and four thick tentacle-like metal cords emerged fluidly from holes in the sphere, making their way in unison towards a lesion on the rock. _‘Otto.’_ One of the limbs held a container-like object with its four finger-like appendages.

“Doctor Octavius must be extracting an unadulterated sample for your viewing,” Banner mused, observing the operation with muted interest. “For an unscheduled mission to take place on such little notice is unprecedented, but… I suppose the occasion calls for it.”

Norman glanced over at Fury, who was still leaning against the computer monitor. “Otto had let slip that his job here was one that only he could do.”

“Yes,” Banner nodded. “Doctor Octavius’s Neural-Silicon Unit... the pride of MIT, classified as it is. Only he can operate it, and only it can extract samples… safely. The meteorite itself to this day emits extreme waves of Gamma Radiation…”

“Samples? Plural?” Norman had expected the life-form to be something of a singular being, and his suspicions were confirmed as he watched Octavius’s arms retract from the lesion, the container now seeming to hold within it a black substance of some kind. “It’s… liquid?”

“Polymorphic, more like. A solid liquid… it can move, any separated sample can for a short while.”

“What?” Norman felt genuinely surprised. The commission’s heavily-censored documents had not contained any actual description of the creature whatsoever. “So why the hell is it called a symbiote?”

Banner turned towards him, an awkward smile on his dishevelled face. “That’s just a pet name we gave it here, but… well, it can attach itself to other beings. Mix with their DNA, essentially dissolve into them, become a part of them… a form of symbiosis, ergo the name.”

“Jesus Christ,” Norman looked back towards Otto’s operation as the crane lifted the ball he was piloting towards some sort of airlock on the wall. “This thing’s a… a parasite?”

Banner raised an eyebrow, then made his way towards one of the glass containers on the central dais. “Maybe it’s best that I show you, sir…”

As they neared the containers, Osborn finally realized that they were, in fact, full of spiders. Banner stopped before one which held a large specimen, seemingly resting idly in the container’s centre.

“Over the last decade we tried many experiments involving contact between the symbiote and… other organisms. Flora and fauna.” Banner seemed uncomfortable with what he was saying. “All ended in death for the… the ‘host’, as it were, with which the symbiote tried to fuse itself, and the sample likewise perished.”

“Jesus Christ,” Norman uttered. “First contact with an alien fucking species and the first thing we do is kill them in experiments? Why am I not surprised?”

Fury had stood up and walked over to accompany them. “For two years we tried to make ‘first contact’, as you put it, with no success. Nothing.”

“We could tell that the being within Ueno-54832 was organic, in a sense alive,” Banner added. “But none of our attempts at communication were meeting success. The committee was beginning to liken the symbiote to ‘space lichen’…”

“Until this baby came along in 1997,” Fury patted the container, causing the spider within it to stir. “The very first living creature we put into contact with the symbiote.”

“A spider?” Norman leaned in closer to get a better look at it; it looked like a perfectly normal arachnid, a brown recluse spider, if he was not mistaken.

“When we analysed the symbiote’s DNA, we found only one single strand in common with anything found on this Earth,” Banner chimed in, “and that would be the Loxosceles reclusa – the brown recluse spider. A miniscule relation, or rather compatibility, but one we seized upon immediately. We thought that by putting the symbiote in contact with a biological being we could learn something about it, maybe take a tentative step towards communication through DNA fusion… and it worked. The brown recluse didn’t die, it _merged_ with the sample, the very first sample of the symbiote. Every other attempt afterwards perished upon contact, even other brown recluse spiders. But this one… this one _lives_.”

Norman could barely believe what he was hearing, feeling a growing pit in his stomach with every word. “Wow.”

“Right?” Banner’s eyes were bright with enthusiasm. “Ever since, we’ve tried to-”

“So you fucking dripped some alien goo on a spider and it didn’t die.” Osborn turned from the bewildered doctor to Fury, who was smiling conceitedly. “This… _this_ is what I agreed to fund? This is what you’ve accomplished in ten years?”

“Mister Osborn,” Fury said, completely unfazed by the rising anger in Norman’s tone. “The symbiote was fused with the brown recluse in 1997.”

“So what?”

“Brown recluses live for up to two years, tops.”

Norman blinked… then felt the anger and frustration, even the wind itself, being driven out of his body as the revelation hit him like a ton of bricks. The reasons why the committee had talked up the importance of the project for all these years, wormed their way into his attention through a hundred different channels to acquire his and Stark’s financial backing after years of secrecy... it all came together into the last word he thought he’d ever hear creep into his thoughts as he stared at the languid spider in the jar. _‘Immortality.’_

“Oh.”

“Oh is right.” Fury’s smile widened as he crossed his arms. “Welcome to SHIELD, Mr. Osborn.”


	3. Chapter 3

It was a Monday morning, and New York City stank. All the way into the school bus, smack-dab in the middle of Grand Central Parkway, the city reeked. The noisy underclassmen behind him harping on about the new music video smelled putrid, and even the contents of his backpack caused him to want to retch and wallow in his misery.

Mondays. It all stank of Mondays.

Peter Parker let his head slump against the bus window as he stifled a yawn, just for a moment allowing himself to not think about all the horrible things that had previously made contact with said surface. His glasses became slightly tilted against his nose, but he was too tired to even care. _‘Even OCD has its physical limitations…’_

“Holy shit,” exclaimed the one thing in his presence that didn’t stink, “you’re a mess, Peter.”

“Leave a receipt on the counter…” For a brief moment he almost thought that he could drift off.

The white-haired girl dispelled his wishes with a quick flick to the cheek, causing him to flinch in pain and direct a single, hazel-eyed stare at her.

“This is your fault, you know that?” He sat up straight and rubbed the spot where she’d hit him. “I can only do so many people’s homework, Felicia…”

“Does ‘so many people’ have a broken arm?” Felicia Hardy raised an eyebrow while pointing exaggeratedly at the graffiti-riddled cast encasing her right arm. “Sounds like a high-maintenance case.”

“Says the clumsiest person in New York City!” He pointed at her right ankle, still bearing a purple reminder under her jeans of the severe sprain she’d suffered just over a month past.

“I prefer unlucky, Commissioner,” she drawled, scratching at a stain of what looked like mustard off her Pink Floyd T-shirt. When the stain proved chunky enough to come off wholesale, she gave Peter a blue-eyed wink and flicked it forwards, landing it squarely in the back of Mary Jane Watson’s crimson hair one seat up. Felicia’s eyes widened in surprise and she lowered her head in either guilt or avoidance. “Oh shit,” she whispered, “that was totally by accident.”

Peter was too horrified by what he’d just witnessed to say anything, instead simply flicking Felicia on the same spot where she’d hit him.

If there was one thing that could be said about life, Peter had realized, it was that it liked to fall into rhythms. He could almost feel their ebb and flow, from the animated bus ride with Felicia to the gruelling walk down Midtown High’s crowded hallways towards his locker. Ever since making it all the way up to the final two years of high school, the amount of bullying he had been receiving from such classic rubes as Flash Thompson had decreased substantially. On the other hand, with the sole exception of Felicia and Harry, both of whom he’d known since childhood, he was pretty much invisible in the eyes of the rest of Midtown High.

The closest thing to social cliques he’d joined over the last few years had been a two-year stint at the Photography Club where he had failed miserably at making any sort of new friends. Otherwise, his evenings generally consisted of hanging out with either Harry or Felicia – though never both at the same time – or just going home or to the library to read. A day or two every week had been spent at home alongside the white-haired girl chipping away at their Arnold Schwarzenegger marathon, a recent obsession of hers and a guilty pleasure of his. On top of which, he was constantly doing more of his friends’ homework than they cared to admit – for Harry so that he could get into Empire State alongside Peter, and for Felicia simply so that she could get through high school. He really was trying to enjoy his final year before college – it was just a little hard to do with such a hefty cocktail of social anxiety and financial woes.

That particular morning, however, did present an opening for some variation.

He realized that Mary Jane had still not noticed the tiny piece of whatever on the base of her ponytail, and no one had either noticed or wanted to say anything about it. Gathering up every last modicum of courage, he made his way towards her and tried not to let his nervousness show.

“Hey, uh, Mary Jane…”

The freckled president of the Debate Club turned her head slightly from her conversation with some underclassmen and, despite her easy smile, couldn’t hide the general neutrality in regards to his presence. Not that it made her beauty any less irresistible. “What’s up, Peter?”

“You – You got a… um…” he pointed to the back of his head. “Got something…”

She quickly caught on and reached back to the spot where he was indicating, immediately detecting and removing whatever the hell it was that Felicia had scraped off her shirt that morning. Her face twisted in disgust and she quickly waved her hand, as if to dispel it. “Uuuugh, God!” Without a further word she rushed towards the girls’ bathroom, leaving Peter behind wondering exactly why he had expected an answer that was not almost verbatim her same response from when he’d asked her out to a dance three years prior.

“Wow. Damn. That hurt to even just watch.”

Peter turned around and could not help but grin as he caught sight of Harry Osborn sauntering towards him, his frame somehow even skinnier than his.

“Harry!” Peter called out, swinging his arm in a roundhouse high-five which his friend caught, then squeezing his hand firmly. “You son of a bitch!”

“Wow,” the red-haired boy replaced his hand into his pocket. “I think Hardy’s Arnold marathons might be getting to you good, man. You sure you don’t want to get that checked out?”

Peter had always been astounded by his own great fortune. That his two best and only friends throughout his school years had less than zero interest in getting to know each other was the precise sort of lot that he should have been used to drawing by this point. Harry was too uptight, self-righteous and ‘conniving’ for Felicia, while the former simply felt that Felicia was, in essence, simply too poor – too ‘bottom of the barrel’, as Harry had called it – even though Peter’s family was barely better off than hers. While not the sort of personality Peter would have necessarily wanted to associate with, Harry had consistently shown kindness and interest in him, of which he was too loathe of letting go.

The situation had certainly made Peter’s birthdays interesting, to say the least.

“Hey, it’s not a tumour!” Swinging his backpack around and reaching into it, Peter withdrew the math assignment he’d been working on through the night. “Here, man.”

“Wow, alright. Thanks Peter. I owe you one, big-time.”

“Yeah, well, get me the hell out of this dump and we can call it quits.”

Harry flashed an enigmatic grin at that, as if he’d been waiting to hear those precise words. “Done. Get ready to have your life flipped on its head, dude.”

Right around morning roll call, Peter’s life was flipped completely on its head.

“Alright then,” the teacher droned on after a series of monotone announcements about school activities, his tone suddenly picking up with a tinge of excitement. “Now for the big news – thanks to the admirable generosity of Mister Norman Osborn of Oscorp Industries, our class will be one of the first groups to be granted a visit to the nautical research station off of Manhattan Bay, the Triskelion!”

There was a general murmur amongst the students, containing everything from utter disinterest to veritable excitement. Peter could feel his pulse quickening at the news, which hit him like a freight train. _‘The Triskelion? The most secretive US base in history is opening for a field trip? For our field trip?!’_

He quickly glanced over at Harry, who was leaning his chin on one hand and flashing him a coy grin. _‘His dad – he must’ve been a big investor for them or something, convinced them to let his son see the place.’_ Norman Osborn, fat cat corporate big cheese of New York City, suddenly seemed more altruistic and generous than Santa Claus on a good day. _‘Goddamn Harry… how long was he keeping this a secret?’_

The Triskelion was a central hub of discourse and curiosity for any online community even remotely interested in topics ranging from science to cryptozoology. The ‘whistle-blower magazine’ called Mysterio, of which Peter had bought a few copies here and there while making sure no one was looking, had made claims of every sort regarding the place, always impressing the importance of the source’s secrecy while sporting such headlines as dinosaur cloning experiments or alien terrors in the vein of John Carpenter’s The Thing. The place carried not only the promise of scientific curiosity, but also the giddy high of unravelling a well-kept secret meant to be left undisturbed for the ages. Peter could not feel more excited about the upcoming trip.

And yet, there was always the fact that the Triskelion was known to contain the meteorite that had, indirectly or not, killed his parents. He’d never felt particularly mad at the space rock for just happening to crash where it had, but there was always some vestige of unreasonableness attached to such matters. Perhaps this could serve as an opportunity to get over said feelings and meet his fears? That had not exactly been one of his strong-suits up until now. He realized that Felicia would be missing out on the trip due to being in a different class, though she cared little for the Triskelion.

Hearing the date and time for the field trip, he further realized that she probably would have skipped it anyhow so as not to miss the newest cage fight featuring the Vulture.

The way home was relatively uneventful, which was always a good thing in Flushing, Queens. Felicia had been going on about the new theories regarding all the ‘mutations’ that had been cropping up ever since the Skyfucker had made its splash.

“Apparently a guy grew a giant tongue– a five-foot freaking tongue, like a frog – in New Jersey! How screwed up would that be? Dude could be, like, a basketball legend with just his tongue.”

Peter laughed. “Where’d you get this from, Mysterio?”

“Duh. Dude’s hilarious.”

“Ah, not sure that’s the effect he was going for.”

“He should, it’s comedy gold! Anyway, this is me. Stay safe out there!”

“Yeah, you too! See you on Wednesday, I’ll tell you all about the Lovecraftian mutant fabric and all its safety protocols when I get back.”

With a wink, Felicia made her way down a side street with more spring on her step than one would expect from someone who had broken six bones in just three years. Peter wondered what kind of insurance her dad had gotten her, seeing as they were still stuck living in one of the most run-down apartments he had ever seen. He certainly hoped her most recent injury would be her last, for everyone’s sake.

Within just another five minutes, Peter was at his own doorstep, giving his customary nod to the worn-down garden gnome by the entrance in recognition of its continued survival in the harsh urban jungle of Queens. _‘Keep up the good work, little buddy.’_

Inside his quaint home, Peter truly felt safest. His uncle and aunt, Ben and May Parker, were both already back home from work, the former as a supervisor at a construction site and the latter from a part-time job at the closest public library. Uncle Ben immediately stood up from the couch he’d been reading a sports magazine at, placing his hands on his hips and shooting him a warm grin.

“Well,” he rumbled, “look who went and lucked out on his fieldtrip. Back when I was your age, at best we got to go to Jersey.”

“Jersey was a thing back then?” Peter dumped his backpack next to the kitchen counter and began rifling through a counter. “It was all thanks to Harry, really, his dad probably did the whole thing for him…”

“Hey now, mister,” Ben walked up and plucked the Twinkie Peter had picked up out of his hand. “Dinner’s gonna be early today.”

“Oh?”

“Vegetable broth today.” He made a sour face and opened up the wrapper, taking a bite out of the Twinkie. “I’ll be needing this more than you.”

“Hey! No fair.”

“I’ll say,” Aunt May chimed in, making her way down the stairs. “I go through all the trouble to look up a recipe to keep you two healthy, and here you are consuming God-knows-what it is that they put into those things.”

Uncle Ben adjusted his glasses awkwardly, swallowing the mouthful of Twinkie. “Well, May, the thing is…”

“Peter, maybe you’d like to go out for steak? Seeing as Ben here’s already had dinner.”

“Sounds good to me.”

“Oh, that’s how you want to play it?” Uncle Ben grumbled as he took another bite out of the pastry. “More Twinkies for me, then.”

Events moved slowly the next day, or at least that’s how Peter perceived them due to his sheer excitement at the prospect of visiting the Triskelion. Not everyone seemed as excited about the fieldtrip as he was, such as Mary Jane and her clique or anyone who had had plans for the day, but Harry for one seemed jollier than ever before.

“It was a total surprise when my dad broke the news to me!” he was saying. “He told me it wasn’t just a PR thing, but an apology for all the time he’s been away from home. Can you believe that?”

“This is crazy-generous. Ever since the Triskelion went public only bigwig tour groups have gone over. I never thought I’d get the chance.” Peter was glad he had chosen to wear a hoodie to the trip as the cool sea breeze buffeted at him. “Your dad is just too damn cool, man.”

They were leaning against the gated bow of the creatively-named Triskelion Ferry as it made its way out of Manhattan Bay towards the research station. Ahead, the structure that somewhat resembled an oil rig was in view and growing closer by the second. Regardless of its mythical status amongst anyone in the scientific community, the building itself was rather ugly. It bore the appearance of having been stitched together haphazardly, which was, in fact, exactly what had happened. Research on the meteorite and its possible health concerns for New York City had prompted research vessels to be sent out within hours of the impact, but extreme levels of Gamma Radiation had impeded any real progress. Attempts to extract the meteorite entirely had also failed due to the radiation. The best that the scientists at the time could manage was the construction of the oil rig around it, whereupon they hauled the rock out of deeper waters and nearer to the surface. Thus, the oil rig, once thought to only be a temporary measure, became the heart of the facility as it was reinforced and expanded in order to house research teams around the year.

Coincidentally, it was around this time that the facility became a complete mystery to the public, with the government simply stating that the research being performed there could have unforeseen consequences on national security if not guarded closely. It had become something of a modern-day Area 51, and the idea of now being allowed to so much as set foot on it was almost enough to make Peter’s head buzz.

As they continued to close the distance to their destination, Mary Jane and her friends moved to the bow to get away from a raucous Flash Thompson and his posse at the centre of the ship. Peter observed her at intervals, so as not too catch her attention or seem any creepier than he already did. Her shoulder-length crimson hair blew slightly with the wind, as did the white scarf she had wrapped around her neck. Despite Peter’s best efforts she caught his stare with a flash of her green eyes, before promptly turning her attention back to the facility ahead, completely unfazed. Peter was not sure whether he should feel relieved or depressed by his apparent powers of invisibility as he turned his attention back to Harry, who had started asking him if he had seen the newest episode of Battlestar Galactica.

The ferry finally arrived at a sort of pier at the base of the gargantuan structure, having weaved its way past the myriad ships docked around the oil rig. They had almost reached the place when Peter and Harry first caught sight of the aircraft carrier docked on the other side of the facility, which had served as a stark reminder of the military presence that they were sure to encounter aboard the Triskelion. Once there, however, only security guards clad in blue seemed to stand at attention as the class made its way up a ramp towards a large, open-air elevator. Peter felt a sense of wonder with every step he took, and yet had quickly begun to suspect that they would only be shown precisely what the military wanted them to see.

Some sort of PR man was waiting for them at the elevator, wearing a dapper suit and a large smile of his moustachioed face. “Welcome to the Triskelion, Midtown High! My name is Jamie Madrox, and I’m here to give you the full tour of our country’s greatest mystery. Please, stand around me.” He conversed briefly with their teacher and then spoke into a walky-talky, prompting the lift to rattle into action.

“This is gonna be _awesome_,” Harry nudged Peter’s arm with his elbow as they were offered a rising panoramic view of the ocean below and its infestation of ships below.

“I’m kind of surprised Quentin Beck didn’t try to dress up like one of us to sneak in with the class.”

Harry snorted. “I dunno, Liz has been acting kinda weird today, don’t you think? Quentin Beck in drag is always a possibility.”

“It always is.”

As the elevator came to a shuddering halt and the class found itself facing sheer wall and a large door, Peter realizing that they had not been taken up to the surface level. _‘I guess that figures. They’ve supposedly got jets, harriers and helicopters up there, wouldn’t want a group of teens walking around poking things.’_ In fact, he was relatively sure that he’d heard Kenny McFarlane joking about jumping into a jet when no-one was looking and making a beeline for Paris.

“This is the Visitor Centre,” Madrox said, waving his hand at the sparse offices spread around the large room. “Guests are received and processed here before being let further into the facility. That being said, I’m afraid we’ll have to check your bags at the security gate…”

And so the tour went on, with Madrox showing them room after room of researchers working on miscellanea ranging from jet engines to wristwatches for soldiers, all the while prattling on about the ‘bleeding age work’ being conducted. With every interesting, albeit dull revelation Peter’s wonderment at the Triskelion began to dwindle, and it was only after two hours and looking behind a glass into a room where a flame-resistant suit was being tested that Liz Allen raised her hand to ask the question everyone had on their minds.

“Are we going to get to see the meteor?”

While their teacher shot her a piercing glare, Madrox merely smiled. “Of course, dear. That was actually just coming up. The elevator at the end of the hallway will lead us into the final part of our tour. Just a few more rooms…”

After proceeding through a mess hall while being informed about long-term life at sea and the room in which the crew could make closely-monitored calls to their friends and family, the class was finally ushered into the large elevator after some assurance that it would fit everyone in one go. As the elevator began its steady descent into the water, Peter could feel his excitement returning once more. The meteorite had been the focal point of the entire trip, and for just a moment he had begun to fear they would actually not get to see it.

Madrox seemed to notice some of the nervous glances being thrown around. “You have nothing to worry about. We’ll be there in just a moment, and there are a thousand safety precautions in place to keep you safe. You’ll be as safe underwater as anywhere on the surface.”

When the elevator came to a halt, its doors opened up to a vast, empty room containing nothing but a large window that overlooked the object of Peter’s fascination and hatred for the past ten years. At Madrox’s behest they all lined up before the glass, some students pressing their hands against it as they stared in awed silence.

“Ladies and gentlemen, I present to you Ueno-54832… the celestial body that wreaked so much havoc on the East Coast, and which we now hope to put to use for the benefit of mankind.”

“Skyfucker…” Flash whispered under his breath before being swiftly chastised by their teacher.

Peter could do nothing but stare at the object that had brought so much death and misery to New York, and to him personally. His father, mother and most of the people whom they had known, all swept away in a wave of violence and horror. He had always thought that he would feel some sort of vindictiveness or disgust towards the thing... and yet, the more he looked upon it, the more he realized it had just been a piece of rock that had fallen from the sky, with no agenda or intentions of its own. Hating Ueno-54832 made as much sense, he realized, as hating a brick that had tumbled off a building onto a loved one’s head. Or at least, that was how he interpreted it amidst his broiling emotional confusion.

“A light blazing its way through the infinite darkness…” Harry whispered beside him, his eyes locked on the rock.

Peter furrowed his brow and turned towards him. “What?”

Suddenly, a dull rumbling filled the room, and the floor itself seemed to shake. People were already yelling and screaming in alarm as Madrox hurriedly put a cell phone to his ear while raising a hand. “Now, now, there is absolutely nothing to-”

A second rumbling caused even more panic amongst the students. While Peter had merely felt stunned surprise at first, he rapidly became aware of a deep panic rising within him as he realized that from one split second to the next, something had gone terribly, horribly wrong. The fact of their location below sea level suddenly attacked his senses like a nightmare that had always been there, out of sight and waiting to pounce. _‘What the fuck is going on?’_ Just as he turned towards Harry the lights suddenly went out and were promptly replaced by red ones indicating emergency power generators. Peter’s screams joined those of the other students in drowning out Madrox’s attempts at calming them down.

_‘Jesus fuck, no! I can’t die here! Not… not next to that thing!’_

“Everyone, please, remain calm!” Madrox was urging them, his voice surprisingly level. “This – there was just an accident upstairs, nothing to worry about. Please, come this way to the security centre…”

“Outta my fucking way!” Though Peter didn’t see him, he certainly heard Flash as he barrelled his way towards Madrox, on the way knocking Harry violently down to hit his head on the floor.

“God – Harry!” Peter ran up and crouched next to his friend, careful not to get trampled by the crowd. He could feel blood as he placed his hand on the back of his friend’s head, and he seemed to be unconscious. _‘Oh God, oh God, oh God…’_ His heart was racing and his head was buzzing as he felt unsure of what to do. He feared that he might pass out from panic at any moment. “Help! Help!”

“I’ve got him, son!” Madrox was with him within a second, though he almost tripped on the way on something that skittered across the floor. “Here, help me lift him up…”

With a rending sound louder than anything Peter could ever have imagined, a part of the wall near the elevator suddenly shot inwards violently as high-pressured water poured into the room. Another scream just behind Peter made him turn, only to see Mary Jane fall to the ground with blood pouring down her leg. She collapsed into the thin layer of water already filling the room and yelled for help.

Peter hesitated for a moment, terrified to the point of wanting to throw up, and let go of Harry, whom Madrox had brought to the door.

Sprinting over to her, Peter grabbed her by the arm and waist and began dragging her towards the security centre, which the other students refused to leave as they watched in horror. _‘What the fuck is going on here! God, this is insane this – is the Triskelion sinking? God, God!’_ Mary Jane was gripping his right arm tightly and crying in pain as he half-dragged her towards the door, far enough that Madrox was already reaching out for her. Peter had not even realized how soaked his clothes had somehow gotten…

Before he even knew what was going on, Peter felt the air being driven out of his lungs as he lost his balance in the unsteady room and hit the floor, Mary Jane falling atop him. Pain shot up through his right arm, and his glasses were thrown off into the water, which was now deep enough to swallow them up wholesale. Peter could taste blood, realized he must have bitten his tongue. He was suddenly struck by how cold the water washing over his body was.

“Come on, get up!” Madrox was yelling, pulling up Mary Jane. He waved over at Peter’s teacher who was staring, stupefied from the safety of the secure room. “Christ, get over here and help me!”

Peter tried to rise onto his knees, failed as he felt pain shooting up his right elbow. “Somebody,” he coughed after having regained enough oxygen in his lungs, his eyes looking about wildly. “Somebody help…” _‘Dad…’_

It was then that he felt the agonizing pain, like a red-hot poker being driven up his veins. He screamed, kicked his legs, looked down and saw it, of all things in such a ridiculous situation, of all the shit to pile upon him as his day was flipped upon its head into an underwater nightmare within the blink of an eye – a spider, a fucking _spider_ perched atop and biting into his right wrist. It had gotten there without him even noticing it, but after the bite it seemed to let go and just let the water wash it away. Strong hands gripped Peter by his arms, dragging him towards and into the security centre, which was blaring with an orange siren. Madrox was reassuring them that help was on the way, that the leak had already been plugged. His voice sounded distant, distorted.

Peter would have laughed if not for the pain. It drove his senses into overdrive, forced them up into the top of his skull, until it was all gone into a pitch-black sea of unconsciousness.


	4. Chapter 4

SHIELD HQ was in complete and utter pandemonium as its occupants awaited the arrival of their commander by helicopter. Norman studied the countless aides and adjutants as they darted past the glass door of the conference room wielding stacks of papers and folders. _‘You can tell this organization is just now getting its cherry popped. So much for ‘the CIA on steroids’, Otto.’_

As the newest member of its Board of Executives Norman had hastily been summoned to Governor’s Island to assess the current crisis, in the process being dragged out of an important conference regarding Osborn’s financial future. _‘From one board meeting to another, huh.’_ No mention had been made in the official debrief of the fact that his son had been present at the Triskelion, but he had hardly expected such in the first place.

Alongside the other four board members present in the room was the newest and most boisterous one whom Norman had brought along. Leaning back in his chair and flicking through his phone was Tony Stark, all goatee and cocky attitude as the world’s youngest billionaire. He had been in the very same Oscrop board meeting when the summons to SHIELD HQ had urgently come in.

“You know, Norman,” the man drawled in a voice teeming with insufferable sarcasm, “when you promised me a fine after party to go with that Oscorp talk this isn’t exactly what I had in mind.”

“Oh?” Norman was too busy assessing the three other men in the room, all older moguls with weak eyes, to pay much attention to him. “What _did_ you have in mind, Tony?”

“I don’t know, maybe a gulag? Or your own personal dungeon? This top-secret military installation kinda disappoints me with its comparative normalcy.”

Although the man jested, Norman could tell that he had long known about SHIELD’s top secret headquarters. Governor’s Island had been completely devastated in 1995, and ever since then SHIELD had been establishing a presence on the island under the guise of official reconstruction efforts. The island was still closed off to the public and would probably remain thus until the bigwigs in the government decided to stop playing Big Brother by having their main stronghold as close as possible to New York City and built it somewhere more isolated.

It did provide for easy commuting from Osborn Tower, however.

“Sorry to disappoint, Tony,” Norman said while forcing a smile, “but if it makes you feel any better there’s a one-eyed torturer stalking these halls. He should be here soon.”

“Goody. I knew this place was a fine investment.”

Norman hid a grimace. He hated playing to the whims of the cocky playboy who cared for little more than the next big party or how to bed whatever model he’d laid his eyes on. _‘Philistine. A rutting stack of dollars on legs…’_

To his surprise, however, Tony turned his head to regard him fully with his blue eyes, which for once weren’t hidden under a pair of designer shades. “Norman, about your son…”

Norman held up a hand. “We’ll talk about it soon enough. When Fury-”

As if summoned on command, General Nick Fury forcefully opened the door to the conference room and strutted in, his heavy military boots impacting the polished wooden floor with every step.

“Thank you all for coming on such short notice,” Fury said, laying a stack of papers down on the floor. “Events have been developing at a rapid pace.”

“What’s this about an explosion, Fury?” An old businessman sitting across from Norman spoke up before the General even had time to fully sit at the head of the table. “An explosion on the Triskelion? Children at danger?”

“Everything’s under control. We’re handling it.”

“Handling it?” Norman feigned outrage, played to the crowd. “My _son_ was there, General. I think I’ll need a much better opener to your debrief than ‘we’re handling it’.”

Fury’s single good eye narrowed slightly, but he nodded in agreement. “Of course, Mr. Osborn. I didn’t mean to belittle the situation. Your son, by the way, is not in any harm. He hit his head during the incident, but he’s conscious now.”

Norman had already been informed on the details by phone during his journey to SHIELD HQ and chose not to pretend otherwise. He would rather get on with the meeting than indulge in any more theatrics. “Thank God for small favours.”

“Indeed. None of the students were seriously harmed… well, one boy is still unconscious. We think he’s suffering from a concussion…”

“Oh, the legal shitshow that this will be…” a short man sitting beside Tony cut in. “They’ll be suing us through the wazoo…”

“That’s one thing I wanted to talk to you about, actually.” Fury took a folder he had been carrying under his arm and removed a stack of documents from it. “If one of you were to offer legislative aid to the injured boy’s family it would help us keep a lid on things.” He looked at Norman. “As the boy is supposedly your son’s best friend it might give us the perfect opening.”

Norman blinked in surprise. “What’s the boy’s name?”

Fury looked down at the papers in his hand. “Peter Parker. Middle-class kid from Queens.”

“Okay.” Norman nodded and took the papers that were offered to him. He had never shown any particular interest in his son’s relationships and had not even known that he’d had any one best friend. “As long as Oscorp is reimbursed we’ll hire the best lawyers in the country.”

“_All_ partners in this organization will be reimbursed, I assure you,” Fury said to the whole room. “Neither we nor the White House want this incident to sour all our relationships with each other.”

“You keep using that word, General,” Tony said, speaking up for the first time. “Incident. Was the Triskelion incidentally bombed today?”

Fury threw him an annoyed one-eyed stare. “I was about to get to that, Mr. Stark.”

“Please do, this is all very fascinating.”

Taking a short moment to calm himself, Fury handed out several slips of paper to the men around the table. Printed on them were blueprints of the Triskelion and incident reports.

“At approximately thirteen-eleven hours today, charges were set off under the central strut here,” he pointed to a spot on the blueprints, “and here. Two structurally weak points out of six, but it would only have taken one more to bring most of the Triskelion down. No third charge was detected.”

“Jesus Christ,” the first board member to have talked whispered as he stared at the documents.

“We believed this was done to send a message, that they could have destroyed the facility but didn’t,” Fury continued. “This was confirmed at fourteen-hundred hours today when we received a coded call from a group calling themselves Hydra.”

“What the hell?” Norman shot Fury a perplexed look. “Terrorists?”

“Eco-terrorists, for what it’s worth. They claimed the Triskelion was a transgression against nature, both for its polluting nature and our interference with the meteorite. They claimed to not have sunk the facility because that would only have irreparably damaged the ocean around it.”

“And our response?” Tony asked.

“We deal with them,” Fury shot back with conviction. “We’ve got all our intelligence teams across the board looking for these fuckers and have already turned up results. Then we send in the heavy hitters.”

Two of the other board members began murmuring amongst each other before Tony asked the question that was on everyone’s mind. “And the public?”

“The students and teachers that were there saw nothing. They were told and now believe there was a rapture in some pump or another. Details are on the document. As for the public,” he shrugged. “Same story. Technical failure.”

“How the hell did this happen, Fury?” Norman shook his head as he stared at the documents. “One of the most heavily-protected facilities on the damn planet…”

Fury seemed hesitant for a moment, almost abashed. “Hydra somehow caught wind that our elite security force was away on a mission for just that week. In the main research hall we found this two little bastard.” He placed a small item on the table resembling a tiny television remote control. “A portable low-wave EMP device.”

Stark leaned forward alongside all the other men sitting at the table, staring at the object. “That’s some high-grade corporate espionage shit right there, Fury. How did this get past security?”

“We’re not sure yet.” He picked the two items back up and replaced them in his jacket pocket. “No fingerprints, no nothing. We’re doing a full check on all our personnel but the working theory… is that it was brought in by one of the Midtown High kids.”

“Aha,” Stark sat back with a wry grin on his face. “Of course. I’ve always insisted to the press that teenage kids these days remind me of James Bond villains.”

“Look, Mr. Stark…”

“You fucked up, Fury. Big time. I mean, this is my first day with you boys and I get, what, a report about how the freaking Triskelion was crippled by an eighteen-year-old kid from Queens?”

“Noted,” Fury said between gritted teeth. “Like I said, a full security sweep is underway. They must have had someone on the inside to plant the explosives in the first place. We’ll find out more soon enough.”

Norman nodded. “And the Triskelion? The damage?”

“We’re going to have to relocate while repairs are being made. Specifically, to here. All our research teams and projects-”

“Whoa,” Norman held out a hand, “all of them? Here?”

“It’s the safest place for the projects. We won’t be able to move the entire meteorite, but we should be able to transport the main focal area containing the organism. We’ve been thinking of doing so for years now, as a matter of fact.”

“This place will be pretty heavily loaded with secret projects, Fury,” a grey-haired man with a beard across from Norman said. “Between Big A and this?”

“It’s all under control.”

“What about the spider?” Norman drew a few odd looks at the comment, which he ignored. “The one you showed me?”

Fury frowned with evident disappointment. “Lost in the flooding. Must likely s out to sea.”

“You’re saying there’s a creature injected with the alien symbiote just floating out at sea?”

Fury shrugged. “This one’s out of our hands, Mr. Osborn. We’ll deal with whatever monster sharks come along as they do if they do, but at least we can rest assured it won’t be picked up by Hydra or similar organizations. Best bet is that it’s dead, though. Huntsman spiders aren’t exactly known for their prowess in swimming out at sea.”

“I’m sorry, what’s this?” Stark leaned forward some more. “We’re losing assets at sea now and just letting the topic go?”

“It’s practically a lab rat. Like I said, we’re bringing the main body of the symbiote over to here.”

“Well, just try not to lose that as well, okay? I wasn’t a particularly big fan of Deep Rising.”

After discussing some more details in regards to the move back to HQ, Fury declared all but Norman free to go. “Come walk with me, Mr. Osborn.”

Norman shook the hands of the other men in the room but Stark’s, who just waved while putting his feet up on the table. “See you around, Norman. I’ll take your ride home and send in one of my own to pick you up, okay?”

“Sure. I’ll give you a call this afternoon.” Out in the corridor, Norman felt a wash of relief at finally being free of the sardonic man as he kept up the pace alongside Fury. “What is it?”

After walking down the corridor and turning a corner, Fury looked about and regarded him sternly. “I wasn’t sure about you at first, Osborn. Thought you were just another oligarchic idiot trying to get his finger into the state R and D pie.” He ignored Norman’s raised eyebrow and kept talking. “But I see now that I was wrong. You’re the best of the bunch, in a good way…”

“Huh. Nice of you to say, General.”

“That’s why I’m vouching for you to get directly involved in the project. This is SHIELD’s first true hurdle and we need men like you aboard to get through it.”

Norman nodded and waited for a few seconds before smiling. “Very cute, Fury. It’s not like you not to cut straight to the chase.”

Fury seemed surprised for a moment before returning the smile. “The President himself had to remind me to be diplomatic, so don’t get too used to it.”

“The Oz Formula, right?” ‘Here we go.’

“Yeah. Research has stalled and the brass sees this as a chance to start anew, as it were. We’ve seen the results of your research and think it could be the key to making some headway with the symbiote.” Fury leaned forward a few inches to glance around the corner. “SHIELD is teetering, Osborn. They want some sort of guarantee that there’s some point to keep funding us.”

Norman was surprised that they had already discussed Oscorp’s research to such a thorough extent when he had kept such a tight lid on it. _‘That’s SHIELD for you, huh?’_

“So that’s the deal? My Oz Formula in exchange for direct access to the project that wants it?” He shrugged. “Sounds like a cooperative effort more than a deal. What’s stopping me from just keeping Oz to myself and making a profit on it later?”

Fury looked around one more time. “Big A.”

_‘Bingo.’_ Norman raised an eyebrow. “I’ve already got samples.”

“We promise you access to the entire source. Should do wonders for your Oz Project.”

Norman nodded, ultimately choosing not to play hard to get. “How could I refuse? It’s one hell of a deal.”

“You just made everyone’s day here, Mr. Osborn. I think Banner was starting to reach some sort of breaking point at the constant state of flux.” Fury nodded and held out his right hand. “Let’s make it happen, then. Oscorp and SHIELD.”

“A match made in heaven,” Norman said, grinning as he shook the soldier’s hand.


	5. Chapter 5

Endless dreams of lightning storms and fires, burning away at him from within like his heart had been morphed into a ball of flame, the sun itself. Skin prickling and hardening into a carapace, black as night or bright as day. The sensation of a hunger satisfied, yet his body was shrinking into nothing, a clump of blood and flesh and muscle and bone. His very being melting into a sea of nothingness, like tendons being unravelled by a scalpel. Grey matter like butter, arteries like skipping ropes, his essence challenged. And yet somehow, impossibly, accepting, becoming. Bones splitting and cracking, cracking like lightning, again and again and again and again. Reality blurred with visions, hallucinations, visual, olfactory, auditory. Voices eating, _hissing_…

Peter woke screaming, a rasping, pitiful sound through his dry throat. He grabbed his chest, sweat sticking it to the fabric of his hospital gown as a nurse ran towards him yelling for a doctor. He felt weak, light-headed, dazed. His senses were all being assault at once, and he squinted at the light as the nurse came to his bedside with soothing reassurances. His mind finally came to a realization that allowed him to calm himself enough to stop struggling against the bed sheets.

_‘I’m alive…’_

Peter wanted to cry, but it was all coming back to him quickly. The events at the Triskelion, the doctors crowding about him, his brain was putting all the pieces together. He could hear New York City through an open window, and the sound seemed to blend in with the doctor’s voice as he spoke to Peter.

“Mr. Parker, can you hear me?” Peter lolled his head towards the source of the voice, an aged blonde man with genuine concern in his eyes. “Nod if you can hear me.”

With surprising difficulty, Peter nodded once. _‘Harry…’_ He noticed an origami cat by his bedside, one of Felicia’s. “How…”

“Don’t try to force yourself, Mr. Parker.” The doctor placed a calming hand over his shoulder as a nurse worked at replacing his IV tube. “I’m Doctor Curt Conners. You were in an accident, at the Triskelion. Do you remember?” Peter nodded. “You’re alright now, Mr. Parker. Everything’s all right.”

Peter glanced back at the bedside containing the paper cat, saw flowers in a vase and a few ‘Get Well Soon’ cards and balloons behind it. Peter’s senses were dulled, no doubt by whatever drugs the nurse was injecting into him, but he still felt like there was only one possible explanation for the scenario he found himself in. _‘No way…’_

His voice was weak, but he managed to get the one word out with relative ease. “C-Coma?”

Doctor Conners seemed surprised that he had figured it out so quickly. He nodded after a moment.

“How long-?” _‘Aunt May and Uncle Ben… they must be so worried…’_

“Not to worry, Mr. Parker. Nothing extreme.” Conners put a hand on Peter’s shoulder. “It’s been twenty-nine days.”

_‘A month...’_ It seemed unreal. A coma? From tripping, hitting the floor? Had he hit his head? No, he hadn’t…

The spider.

Peter glanced down at his right wrist, saw no mark whatsoever to remind him of the disgusting arachnid that had crawled onto and bitten him in the midst of all the madness under the sea. Part of him wondered if what he had seen had even been real. There certainly was no logical explanation for such a bizarre turn of events. But then, why the coma?

He opted for the direct approach. “What happened?”

Conners asked the nurse a few questions and gave her an instruction, whereupon she lifted the top half of Peter’s chair so that he could sit up. The motion felt good, somehow.

“You hit your head on the metal floor of the Triskelion during the accident. When Miss, uh, Watson was rescued, you tried to stand up. You fell like a ragdoll, passed out. It looked like a concussion, and the shock of the incident factored into it all.”

Peter frowned, unable to remember ever having hit his head on anything. He felt around his forehead with his left hand, felt nothing.

“Your injury healed quickly, Mr. Parker. As did the fracture on your elbow… we removed the cast just last week. Remarkable.”

Looking down at his right arm, Peter remembered the pain he had felt on his elbow after falling down. “What happened,” he asked, looking back up at Doctor Conners, “to everyone else? What – what happened? Did the Triskelion sink?”

“Nothing so drastic, Mr. Parker. A fighter jet atop the Triskelion experienced a critical engine failure and burst into flames, causing a structural weakness in the section you and your friends were in. The leak was plugged, and the elevators were running again within minutes, or so I’m told. Everyone got out safely, including your friend Harry Osborn.”

“Harry… is he here too?”

“No, Mr. Osborn’s son was discharged around two weeks ago. He has come back to visit you regularly, however.”

“I see…” Peter felt relieved at the news, but was also struck by a newfound wave of worry. “My aunt and uncle…”

“Already contacted and on their way, Mr. Parker. They should be here shortly.”

“The costs – my family can’t-”

Conners held up a hand and smiled again. “All taken care of, Mr. Parker. Mr. Osborn, of Osborn Industries, has covered all the costs of your hospitalization. His are also the lawyers suing the US government for all the damage incurred by you and your friends. Let me tell you, Mr. Parker, things are looking good for you.”

“Oh... okay. Alright then.” Just like that, the tiredness returned with a vengeance. Peter exhaled deeply and let his head sink into the pillow.

“I’ll leave the room now, Mr. Parker, but I’ll be back in a spell to make a series of checks. Let me tell you, however, that you seem like the picture of good health to me.”

As Doctor Conners and the nurse made their way out of the well-lit private hospital room, Peter’s eyes fell back to the spot on his right wrist where he could swear he had been bitten. He was still staring at it as his eyes were forced shut from sheer drowsiness.

Peter’s aunt and uncle stopped by long before their work-shifts ended, even though Conners claimed to have assured them that everything was in order.

“Peter!” Aunt May seemed beside herself as she wrapped her arms around his neck, careful to avoid his IV tube as she kissed him on the forehead.

Uncle Ben, who had picked her up with his car, stood further back with a warm smile on his bearded face. “Don’t crush him, May,” he joked, hanging his coat off a rack. “He’s still recovering.”

“Oh, shut up, you!” She cupped Peter’s cheeks gently and looked into his eyes. “We were so worried, Peter… we all were. We came here as often as we could, your friend Felicia often came along…”

“She’s a real keeper,” Uncle Ben said as he pulled up a chair next to his bed. “Any woman who can make origami cats is worth all the gold in the world.” He betrayed a hint of concern as he leaned in closer. “How are you feeling, son?”

“Fine,” he said, trying not to show how emotional he was feeling at the love and concern being piled atop him. “A lot better.”

“Oh, Peter,” Aunt May sat on his bed beside him. “Doctor Conners said you’ve made a miraculous recovery, and that you should be out of here in a week or two.”

“Yeah,” Peter chuckled weakly, “I’m a real miracle man.”

“You’re a hero, is what you are, son.” Uncle Ben didn’t betray a drop of his usual jokiness as he spoke. “You helped Harry and you saved that Mary Jane Watson girl. When everyone else was just plain terrified, including that pathetic teacher of yours…”

“I was terrified, Uncle Ben.” Peter had been thinking about the events aboard the Triskelion all day as he had waited for them to arrive, and it felt good to finally talk about it. “I was so scared, I wanted to scream. I could barely stand. Nothing heroic about that.”

“That’s where you’re wrong, Peter. Anyone can act when they know that the situation is manageable, when they feel they’re in control. But to act in the face of true terror, to stand up to your fears?” He placed a warm hand on his shoulder. “That’s the mark of a true hero.”

“Wow,” Peter was grinning. “And what comic book did you get that one from?”

Ben laughed. “The one in which the US government’s newest toy box almost sinks with a bunch of teenagers in it and I sue them to kingdom come!”

“Oh, Ben.” May squeezed Peter’s hand gently. “Your uncle, despite his usual theatrical flair, is right. Harry’s father, Mr. Osborn, has put forward some of the best lawyers around to make sure someone is held accountable for what happened over there. He wouldn’t take no for an answer, and he’s come over here himself a few times after he heard of how you helped his son.”

“Really intense guy,” Ben chimed in. “Gave a big and mighty speech about the scales of justice and all that. You should really invite him into the book club, May.”

The three of them joked and talked together for a while, the recent events on the Triskelion beginning to seem like an awful figment of his imagination. After a few hours, Doctor Conners came in to give Ben and May some more in-depth information about Peter’s recovery, before kindly informing them that they should let him recover for the rest of the day. Hugs were delivered following emotional promises of visiting again soon.

His aunt and uncle were not the only ones to drop by the hospital as the days wore on. Felicia came to visit the next morning, brushing aside questions of why she was not at school and joking that it was about time he had joined the ‘hospital club’. Peter could tell from her voice that, despite her joking exterior, she had been truly terrified for his well-being. His friend gifted him another origami cat before leaving and placed it by the others, telling him that she hoped its family would not end up too large by the time he was released.

Harry arrived that evening, and his visit was a far more morose one. He told Peter that he could not remember anything that had transpired on the Triskelion, but that he would forever be in his debt for his help. Harry almost seemed to believe that what had happened to Peter was his fault, since the fieldtrip had partly been a present from his father. Peter assured him that he in no way was at fault, and that friends just helped each other out. They’d shared an emotional hug just before Uncle Ben and Aunt May had arrived.

Over the next few days, several of Peter’s other schoolmates had come to check in on him, including a brief visit by Mary Jane Watson during which Peter had felt too embarrassed to say much. She had thanked him deeply for his help and wished him a speedy recovery, before leaving him a box of chocolates. Peter had wondered how many more life-threatening situations he could survive, if it meant creating opportunities to speak with her.

Six days later, he was declared by an impressed-looking Doctor Conners to be in perfect health, and discharged from the hospital.

Peter’s ‘heroism’, as Uncle Ben had so formidably put it, was not quite as impressive at school as he would have had him believe. During his first night back at home his uncle had gone on and on about how now people would see him for who he truly was, and that he would finally get the respect that he truly deserved. Although he had not shown it at the dinner table, the prospect did make him excited enough to have a relatively sleepless night, although he later attributed that more to the gruelling nightmares that kept waking him up.

Like with most things in his life, it only took a condescending pat on the shoulder and a pitying look from Felicia Hardy to bring him back to reality.

As a result, he was not entirely unprepared when, upon getting on the bus and, later, in the corridors of Midtown High he only received a half dozen comments about the events at the Triskelion. “You were pretty cool, Peter.” “Keep on fighting for the redheads!” “Not sure what you were trying to pull, but it was kinda awesome.” The praise was not entirely uplifting. Even Mary Jane only gave him a cursory smile in the corridor, although he had to admit that in that facet of his life at least he could consider himself to have made enormous progress. Felicia was trying hard not to laugh at just how disappointing the outcome was as she headed towards her own classroom. The only overt sign of affection was from Harry, who gave him a fierce hug. Yet that was not exactly out of the ordinary for Harry Osborn.

All in all, Peter was trying to convince himself that he hadn’t dreamt up everything that had happened out in the Atlantic Ocean.

“Yeah, huh,” Harry nodded as Peter rifled through his locker for his Physics book. “Buncha ingrates. They’ve been saying…”

“What?” Peter felt inwardly embarrassed for having expected some sort of note in his locker and hid it by looking concerned. “What’ve they been saying?”

“Ugh, you know. Bunch of assholes.”

“I mean, sure. But I’m still curious. You know, right?”

Harry sighed. “Guess you’ll hear it from Hardy if not from me, but the general gist is that Watson didn’t really need your help and that you were just flipping out and putting yourself in danger.”

Peter was surprised by how hard that struck him. “Um… wow.”

“Right? Such dicks. Flash Thompson was going on about how you didn’t help Watson at all and even tripped and fell on her.”

Peter _had_ slipped on the wet floor and badly hurt his elbow – and apparently his head – but MJ had fallen on top of him, not the other way around. “Jesus wept. So the fucking guy-”

“-who ran screaming for the safe room has the gall, yeah. Flash fucking Thompson.”

Peter shook his head and slammed his locker shut.

While his teacher welcomed him back into class and talked about his ‘commendable behaviour’, there was no further mention of what had happened at the Triskelion, most likely due to having already been discussed aplenty in the weeks since. Peter had to bite his tongue to keep himself from making some barb about the teacher’s bravery that day. Trying his best to simply act like nothing was really different from before, other than the promise of lots of money for his family from Norman Osborn’s lawyers, Peter tried his best to just put it all behind him and get through the school day.

PE, the last period of the day, was cancelled that afternoon in favour of some big basketball game being played in the main sports hall. Peter did not particularly care about the sport, but he and Felicia had made a habit of skipping PE by hanging out on the rafters of said hall, and they’d be damned if they were going to give up their ritual just because it was now full to the brim with people. Felicia was sketching a cat on a cast she was wearing over her two smallest fingers on her right hand, her newest injury to add to the long list. Peter had long ago suggested that she give up whatever the hell insane gymnastics class she had joined outside of school, but she always shrugged away his suggestions with a joke. He had, some months ago, begun to fear that her father might be physically abusing her. He sometimes wished that he were creepy and untrusting enough to follow her for a whole day just to make sure, but deep down he knew that she would talk to him if things were that bad.

“Jesus, hello?”

“Huh?” Peter blinked, almost dropping the Maths book leaning over his lap and looked up Felicia. “What?”

“Yeesh, you gonna add daydreaming to your list of character flaws now?”

“Daydreaming?” He laughed, caught somewhat unawares. “Yeah, right. About what?”

“I dunno, Scott Summers?”

“Who?”

Felicia laughed. “Man, I know we’re just here to fuck around, but you really did phase out for the entire game, huh?” She pointed at a brown-haired boy from the rival team around Peter’s age who was being swamped by his teammates as they all cheered in celebration. “You know, the hot stud star player of the other team who pretty much won the match last second, Michael J. Fox-in-Teen Wolf-style?”

Peter had actually heard of him, mostly from overhearing the whines of a pouty Flash Thompson who, at that very moment, was in his team’s corner wearing a sour look on his face. Just for that, Peter thought he did love Scott Summers. “Seems like a cool enough guy.”

“Dude’s such a cliché, just plays basketball and makes the perfect couple with his – yeah, speak of the devil.” A girl with similar brown hair tied into a ponytail pushed her way past the other team players until she reached Summers, whereupon, in true Teen Wolf-style, they kissed each other in the middle of the court to even louder cheers from the team and the crowd. “This is literally right out of a movie.”

“What the hell is going on?” Peter looked around at the cheering students, including otherwise-quiet types fist-pumping into the air like they were at a rock concert. He felt like he had woken up from his Maths studies into another world.

Felicia looked bored as she leaned her chin on her left hand. “Those two have been together for, like, a few years already, but for some reason the school papers, even here in freaking Midtown, have just kept writing about how they’re such a cute couple. The people in my class talk about them like they’re movie stars.” She gave Peter a bemused look, then flipped her hair while crossing her eyes. “Oh my gaaaawd, Petey, what’s wrong with you? Were you, like, in a coma or something?”

Peter laughed. He was once again reminded of badly he wished Felicia were in most of his classes alongside Harry, or even just that they’d get along with each other. He was suddenly hit by a wave of nausea that pressed hard against his throat, and he straightened up in his seat somewhat to try to hide it.

“So, were you daydreaming about Scott Summers?”

“Yeah,” he grinned at her. “You got me.” _‘What the hell? Some sort of side effect of the head injury? Or… the fucking spider-bite?’_ “So, what were you asking before?”

“Huh? Oh, I was asking if I should give this cat a little robber mask or not.”

Later that night, after dinner, Peter excused himself and headed up towards his room. Ben quickly stepped out of the kitchen to bar his path with his usual light-hearted smile.

“Whoa there, partner. You feeling okay?”

For the duration of most of the meal, Peter had felt sweat break out in isolated parts of his body – his hands, his lowers legs, his neck – and the nausea from earlier in the day had returned with a vengeance. His skin kind of itched and he just wanted to get the hell to bed.

“It’s nothing. Goodnight-”

“Peter, hey, if there’s anything wrong at all-”

“Jesu-” Peter caught himself at the last possible moment, bottling up his broiling anger with the knowledge that an outburst would only incite further queries. “I- I’m just really tired from PE. Goodnight, Uncle Ben, Aunt May.” He slid past his uncle, who seemed entirely unconvinced but reluctant to press the matter, while ignoring the worried look his aunt was giving him from the dinner table.

In his bedroom, Peter quietly locked the door before practically collapsing against it. His hands were shaking and his legs felt weak. _‘Why the hell am I hiding this? This is fucked! I should-’_ His very thoughts were frozen into numb silence as he turned the back of his right hand towards him.

A black substance of some kind – like petroleum, but solid, dry… it was covering a part of his hand and wrist as if someone had splashed him with paint. Except it looked nothing like paint, and it sure as hell hadn’t been there a moment ago. There – right around the spider bite.

Peter’s heart hammered against his chest as his legs gave way. He grabbed his wrist with his left hand, like it was on fire or rotting off, but he stopped and jolted it away at the last second, afraid of somehow contaminating it. He closed his eyes, too terrified to feel hatred towards the doctors that had seemed utterly unable to detect something like this in all his time at the hospital. That there was something _inside him_. Peter held his right arm out as far away as possible, tried to keep himself from hyperventilating. _‘God, God, God, God, go away, go away, go away, go away...!’_

He opened his eyes, ready to unlock the door and run down to his family, to ask them to rush him to the hospital…

There was nothing there. Not the merest sign of anything on the back of his right hand, other than the beads of sweat that had broken out across his entire body.

Peter blinked once, twice. He screwed up his face as he kept holding his right arm out. The fear of physical woes was almost immediately replaced by a fear of mental instability. _‘Oh my God.’_ His breathing had finally slowed somewhat, and he blinked a drop of sweat away from his eyes. _‘Oh my God, am I going crazy? Am I…’_

Between breaths, a thought occurred to Peter. And before he even had time to process it properly, it was put to the test.

The black substance appeared – just _appeared_, not seeming to flow out of any one spot but rather emerging from every pore in his right hand. It now covered his entire hand, fingers, palm and all. A part of his mind began panicking wildly even as the part that had come up with the thought of seeing if it would appear on command tried to make it vanish.

Just like that, the black substance disappeared, leaving no trace of its existence whatsoever.

Peter finally dropped his hand, letting it slump against the floor with a dull thud. Dazed, still sweating, he held up his left index finger. Within a thought, it was covered in the black substance.

Peter screamed in horror and amazement.

The heavy stomping of footsteps outside his room was quickly followed by loud banging on his door.

“Peter!” Uncle Ben sounded genuinely concerned, as if his worries after dinner were only now being confirmed. “Everything alright in there?”

“Oh God, Uncle Ben,” Peter quickly got up and stumbled into the centre of his room, his stare shifting periodically between his index finger and the door. “God, I, uh, hit my shin so damn hard, um…”

“What?” The handle rattled against the lock. “Peter, if something’s wrong…”

“Uncle Ben this is…” He held up his index finger, made it turn back to normal. _‘What the fuck.’_

“Peter, open this door.”

Shaking his head, Peter took a few steps towards the door and unlocked it. He barely remembered to feign a limp.

Uncle Ben looked him up and down. “What happened?”

Peter didn’t know what to say, or even if he wanted to say anything. He didn’t know anything in the world at that very moment, other than the fact that he wanted to know more about what the hell was happening to him. “I hit my shin. On the bedframe, on my way to bed.”

Uncle Ben looked at him incredulously for a moment, and Peter was beginning to wonder whether he was still covered in sweat when the older man just smiled. “Well, um. Be careful, son. If there’s anything…”

“Yeah.” He smiled, the last thing he would have thought to do in the current situation. “Goodnight, Uncle Ben.”

Ben turned, seemingly unconvinced, and once he was partway down the stairs Peter locked the door again and made his way back to the centre of the room.

He made his right hand cover itself in the black substance. There was no feeling at the action – no pain, no itchiness, he could barely even register that there was even anything on top of his skin. He reached out with his left hand, hesitated for a moment, then touched the substance. It felt rubbery, almost, but was not adhesive in the slightest. His fingers simply brushed over it as if it was his own skin, although he could tell that there was a layer of something there. He flicked it with a finger, and surprisingly barely felt a thing. He made it disappear with a thought, and sat heavily on his bed.

_‘Oh my God. What the hell is this? What… is this a disease from the spider? A contamination? I’m controlling it, me…’_ He suddenly made the connection between the substance and his nausea and itchy skin. It was all gone now. All that time spent at the hospital… had something been changing inside him? _‘Did my body… absorb something? Change… evolve?’_ He wondered whether he should just go to the hospital before this thing ended up killing him, or worse. Disgusting flashes from Cronenberg’s The Fly, which he’d watched with Felicia, kept coming to him uninvited. _‘I really should seek help. Right now. Or maybe…’_

He ran over to his old desktop computer and turned it on, his left leg bouncing up and down anxiously as he waited for it to boot up. Quickly going online, he looked up the best possible description for his condition in half a dozen different variations. Not a single result was even remotely related to what was actually happening – the inclusion of the words ‘spider bite’ usually dominated took over the search to bring up results about spiders whose bites could be gangrenous or otherwise highly venomous. Peter looked down at his hand, made the substance appear and disappear within a single second. He stood up, convinced more than ever that he would find no record whatsoever of such a case online.

Another thought struck him. _‘That spider… it bit me aboard the Triskelion. Aboard the US’s most secretive research station ever. This was man-made. Drafted, created, approved, tested. The spider must have been injected with something, which got into me…’_

Peter ran over to the pile of books and magazines he kept in a semi-organized manner atop his writing desk, rummaged around for the six issues of Mysterio that Felicia had gotten him as a joke for Christmas one year past. Finding them, he flipped through them all rapidly, looking for mentions of the Triskelion. The last three issues featured it aplenty, but most of the articles were about the Triskelion’s connection to the meteorite or of curious sightings in the skies above it. One even regarded a fisherman claiming to have heard horrifying growling noises from the facility one night. Not surprised in the slightest at having reached a dead end with Mysterio, Peter pushed the magazines away and moved back to the centre of the room, where he began pacing in a circle.

_‘Okay, okay, okay… what do I know? I got bitten by a spider on the Triskelion, and it passed into me whatever the hell had been injected into it. Something that had been part of an experiment there.’_ The thought of getting a full medical check-up seemed more pressing than ever. _‘What if they were experimenting on it with AIDs? Or Ebola or something?’_ And yet, wouldn’t that much have definitely been picked up within more than a full month of staying at that hospital? He felt perfectly fine now, no longer feeling even the slightest of symptoms. _‘This can only mean… that they couldn’t detect anything? They had no idea what it was, or where to look? Or… they knew about it?’_ There were so many possibilities, but that last one was so malignant, so indicative of the city itself closing in around him, that he didn’t want to overly entertain it. _‘God, I hope I haven’t somehow infected Uncle Ben or Aunt May… or anyone else.’_

Peter stopped pacing and tightened both his hands into fists. Then, again with a thought, he made the black substance emerge from both of his hands at once. He felt steadier, calmer, as he stared at the results. After a moment of flexing his fingers, he made the substance spread. Before his eyes it emerged all over his arms like a sea of flowing oil that hardened immediately, like some kind of bodysuit. He brought one arm close and noticed that the substance had to have a certain thickness, as there was no sign of any hairs sticking out through it. As the substance reached his elbows, he steadied his feet and pondered how cool his forearms felt, not at all as if they were covered in something like spandex. The growth spread up until it reached his T-shirt and kept going. Peter was gripped by apprehensiveness, but he kept going excitedly. It felt… good.

By the time he commanded the growth to stop, he had directed it all over his body with the sole exception of his head. There had been entire minutes of hesitation at his lower body, when he had begun questioning just what the hell he was doing, but as if gripped by a sudden madness he’d simply pushed forward and noticed with heavy relief that the suit seemed to flow atop his underwear rather than below it, fitting them into placed alongside the rest of his body. _‘This… this is a suit. Some kind of military, organic… spider suit?’_ The notion was somewhat reinforced when the substance wrapped itself tightly around his socks, rather than working its way between each toe.

With some trepidation, he undressed fully and made his way over to the small toilet connected to his room. Even before he regarded himself in the mirror, he had an idea of what it looked like. _‘A skinsuit… form-fitting and… commanded through my mind?’_ Had the thing somehow linked to his brain while he’d been in a coma? If so, how was anyone supposed to ever remove it safely? _‘This thing is inside me… within me. And I can call it up…’_ It was only as he stood gazing at himself in the mirror like some sort of nihilist that he realized just how muscular he suddenly seemed. His brain had not even registered any sort of difference in the past few days, but there was definitely some sort of slight difference which in no way could be explained, due to his absolute lack of proper exercise. _‘Jesus… is this the suit’s doing, too?’_

He stood there, vainly, for around fifteen minutes, checking himself out at different angles. The thing looked tight as hell – it definitely could pass as black spandex – but it was incredibly comfortable to move in. It did not chafe in the slightest, nor even make even the smallest noise when he moved his arm around. Peter had not even realized when the last shred of genuine fear had been properly, if perhaps only momentarily, replaced with fascination and curiosity.

Ironically, it was said curiosity that once again triggered his fear. After a long period of hesitation, he thought of the suit moving up his neck, his chin… and then he stopped, making it retract back to his neck with a heavy breath. _‘Jesus, what the hell am I doing? Do I really want this stuff covering my fucking face? Could I even breathe?’_ The ridiculousness, the sheer folly of it all came crashing down on him. He felt embarrassed, light-headed. _‘This is how idiots get themselves killed…’_ He leaned against the bathroom wall for a moment, caught his breath.

As he stood upright again after a moment of respite, he realized that his hand was sticking to the wall.

Panic was barely overruled by logic, just barely. A simple thought of letting go… and the wall was released. Peter’s hand was shaking as he put it up against the surface again and thought of holding on. He tugged, and felt some sort of unbreakable bond between his appendage and the solid wall. _‘Okay. Well. This is… good.’_ He somehow interpreted what he was seeing as further proof that this was some sort of military suit for sneaking around. _‘Climbing around on walls. Makes sense. Like a… spider.’_ For all its scientific horror and sheer terrifying mystery, such an oddly ridiculous piece of potential logic made him feel more comfortable with its use. _‘This almost makes some kind of sense… you inject the suit or whatever into agents, they walk into enemy bases dressed like civilians and then this all comes out?’_

Somewhat emboldened, Peter let go of the wall and moved over to his bedroom. After a moment he picked a wall with the least amount of obstacles in his way and moved aside the dustbin and chair, along with all the clothes dumped over the latter. He then took down the Escape from New York poster that Harry had gifted him and, as a precaution that he chided himself on not taking before, lowered the blinds on his window. Looking upon the now-bare wall, Peter swallowed nervously and took a moment to gather his bravery and overcome his hesitation. _‘One giant step for me…’_

Gingerly, he placed the fingertips of his right hand on the wall and then, somewhat higher up, those of his left hand. He had no real expectations as he placed his right foot against the base of the wall, but it similarly seemed to stick. _‘Wow. Okay… is every part of my body adhesive at will now?’_ Before he could ponder the bizarre idea for too long he took a deep breath and, in an act that no one would even think to be possible for a human being, he yanked himself up between the three pressure points.

_‘Goddamn.’_

His left foot making contact with the wall to fully stabilize him, Peter could only stare in wonder at what he had just done. He simply remained in that position for a minute or so, barely able to wrap his head around what was going on, until he realized that the paint might peel off under his weight. Somehow incited to avoid that outcome, he kept moving upwards, one step after another after another until, suddenly, as if awakening from a trance, he found himself hanging from the ceiling and regarding his room upside-down.

Suddenly feeling both horrified and nauseated by his odd animalistic pose, he struggled with the question of what to do next. _‘Ooooh kay, how the hell do I get out of this…’_ The thought to let go came to him before he could stop it or truly control it, and with a brief rush of violent movement he fell directly down onto his bed so fast that he couldn’t even get more than a gasp out, banging his left ankle violently against one of the corner-posts on impact. He was awed by the sheer luck of having been right above his bed even as he fully expected the pain to wash over him…

…but there was none. A dull sensation from the impact, nothing more. The stunt would have broken anyone’s ankle, at least damaged it greatly, but even after seconds of stunned waiting there was absolutely nothing.

He sat up in his bed and stared down at his hands. _‘This thing… it not only lets me climb any surface but protect me? Something that’s inside me comes outside of me to protect me?’_ He was beginning to struggle with what this had to do with spiders anymore. _‘Are spiders really strong or something? Would that even matter to some scientist designing this for the military? Maybe I’m jumping to conclusions in thinking they were trying to make some kind of spider-soldiers and the spider was nothing but the syringe?’_ A sickening thought suddenly occurred to him. _‘So can I shoot webs… out of my ass?’_ He put his hands down against the bed, not keen to try it. _‘Here’s where I’m drawing the fucking line. Shooting webs-’_

Suddenly, with a _thwip_-ing sound, Peter felt an odd pressure at his wrists. He looked down at his bed and gasped audibly.

On either side of his body, the same black substance that was encasing most of his body had shot out onto the bed in what was, undoubtedly, a spider web-like pattern. It had shot into the bed sheets hard enough to push them aside slightly and seemed to still be linked to some spot at the underside of his wrist. Still shocked beyond words, he slowly raised his arms and, like a ventriloquist moving his dolls, lifted the sheets up by the black webs. _‘Please let go.’_ The webs simply disconnected from his wrists, falling into two odd, organic piles next to him.

For the first time in the night, Peter laughed, a brief and unbelieving cackle at all that had transpired within the last few hours. Once more raising his hands, he looked at the spots on his wrists where the webs had emerged from, only to see no evidence of their creation whatsoever.

_‘Of course.’_ The horror had long since flowed over into the ridiculous. _‘If this substance can move over my underclothes, of course it could extend outwards and beyond. Of course. Naturally.’_

At a thought, he made the substance disappear from his entire body within a split second, leaving him with nothing but his underwear and socks. Touching his fingers to the piles of plastic-like webs on the bed, he thought of them disappearing, too. Like water being sucked out of a surface with a straw, the stuff disappeared through his pores with nary a tinge of discomfort.

Peter barrelled over to the toilet and threw up.


	6. Chapter 6

Soon after airing out his room, Peter had collapsed onto his bed and fallen into the first deep, peaceful sleep he’d had in a long time. No horrific dreams plagued him, nor did he awaken covered in sweat or subject to nausea. He did, however, upon awakening feel an urgency to check himself out in the mirror once more.

His suspicions were confirmed immediately. He was now more muscular than he ever would have thought possible on his previously-frail frame. He even sported a light six-pack at his waist, the firmness of which he confirmed with a tremulous poke. It was only then that he noticed he hadn’t even bothered to put his glasses on. _‘Come on. No fucking way.’_

Almost stumbling over the pile of clothes on the floor, he hurriedly made his way to his bedside table and put his old pair of glasses on. He felt a mixture of elation and fear as he saw the world through them as a blurry mess. He took them off and replaced them several times to confirm what he’d suspected possible the previous night. _‘It’s not just my suit… my whole body’s been changed.’_ In an instant of sudden panic and inanity, he dropped his glasses and pulled down his underwear, sighing in relief at the confirmation that all was as it should be. Pulling his shorts back up, he sat on the bed heavily and hung his head, exhausted at the sudden use of energy so quickly in the morning. His eyes, now enjoying perfect vision, were glued to the utterly alien muscles that had carved out a home for themselves in his once-flat stomach. _‘Please tell me this is the extent of it. This better not end up like Kafka’s Metamorphosis.’_

Peter could not have been more relieved that his first day back at school had been a Friday, leaving him the weekend or, at least, the entire morning to ponder his new predicament. Endless thoughts were running through his head like a torrent of water, and he was having trouble creating a sense of order amidst all the chaos.

_‘So… going to a hospital about this might not be a good idea. This thing… whatever it is… it’s entrenched in me deep. Like, on a cellular level, genetic even. It’s inside me and it’s changed me, physically and who knows how else? Either they knew about this and they’ll want it back, or they’ll be horrified by it and want it out. How the hell will that pan out? I don’t see it panning out. I mean, I got this on the Triskelion, for god’s sake. From a mutant test-tube spider. I could have even been injected with an alien that came down with the meteorite!’_ He smirked bitterly at how Mysterio would have had a field day with such a nonsensical story. _‘In so many words, I’ve got some kind of military hardware within me. I should be careful, real careful. Can’t tell Aunt May or Uncle Ben, can’t tell Felicia or Harry.’_

On a whim, he flexed his muscles, shaking his head in disbelief at the results. _‘My body is stronger, improved, I guess? No more glasses, I’ll have to tell people I’m wearing contacts now. I could probably kick Flash Thompson’s ass… not that I’d try it. And the suit inside me… I can climb surfaces. I can deflect damage, apparently, and create freaking webs out of nothing – literal infinite organic matter? Is it even organic? I’ll need to… make a sample and examine it at school.’_ He blew out a sigh, utterly floored by the enormity of a substance that could infinitely replicate itself, like some sort of benevolent cancer. _‘So then… what do I do with it?’_

Peter was horrified by the thought of what would have happened if such a suit had fallen into the wrong hands. If some kind of criminal had acquired it, he or she could climb the walls of any business and use the webs to destroy cameras, or perhaps even descend down them like a rope. Perhaps they could even be used to take out guards, muffle their mouths or outright bind them up? Even hang them off walls? The possibilities were endless, it seemed. Peter determined that some sort of experimentation was in order.

As for what he would actually do with the suit, long-term or otherwise, the question was still up in the air. _‘I got it. Me. Not Flash Thompson, who would have just used it to win at basketball, and not anyone else. Me. I’ll have to make some sort of decision.’_ He tried to branch out his options and widen their scope before eventually narrowing them down again. _‘Well, there’s ‘tell the Triskelion about this or don’t’. And I don’t think I should. Then there’s… uh… ‘use it or don’t?’ I don’t think I should. Or could. Ugh.’_

Peter checked his alarm clock and saw that it was about to go off in six minutes, which was around the time when Uncle Ben would call him down for breakfast.

_‘Uncle Ben…’_ His uncle had always held onto a maxim that with great power came great responsibility. He had cornily repeated it to him on every one of his birthdays until he had turned fourteen, when he’d begged him to stop lest he die of embarrassment. _‘This is some kind of power, right? I could probably... fight crime with this suit? Or is it my responsibility to return it? Ugh…’_

Standing up, Peter made his way back to the bathroom mirror with which he had recently become so acquainted. Taking a deep breath and trying not to overthink the situation before he could freak out and stop himself, he made the suit pop up all at once. As before, he didn’t even feel the slightest tingling as it covered every bit of his body except for his head. _‘Yeah… still no. Even if I don’t actively try to keep it away from my face, it must be a subconscious barrier.’_ There was still so much he didn’t know about the suit, about himself, even. But he could not deny the rising determination to find out.

As if on cue, his alarm clock sounded its dread siren from his bedside table. Taken up by a sudden flight of fancy, Peter stretched out his right hand towards the apparatus and fired the web, quickly thinking to release it even as it shot outwards. A glob of black substance in the vague form of a lump of spider-web shot through the air, missing its mark widely and impacting against his treasured Total Recall poster on the far wall, while all the while the alarm clock kept on ringing. Frowning, Peter turned his palm upwards and tried to use his fingertips to aim, but found the angle and pose uncomfortable. Bending his ring finger and middle finger inwards, he created a narrow impromptu sight within which he positioned the alarm clock. Once more repeating the thought of firing a web and letting go of it, his eyes widened as the black substance hit the clock squarely, hurtling it across the air and sticking it with a hard thud against the poster, still ringing.

“Peter!” Uncle Ben’s voice came loudly from the hallway outside. “You trying to wake the whole house up with that thing, buster?”

“Sorry!” Making the suit disappear, he vaulted across the bed and made the two webs sticking to the poster disappear back into him, leaving it slightly creased and torn. As he turned off the accursed alarm clock, Peter was struck by how nonchalantly and almost instinctively he’d pulled off an action that the previous night had disgusted him enough to make him throw up his dinner.

He looked down at his right hand for a long moment and made a fist.

Peter was surprised by how easily his family accepted the story of the contact lenses, with Ben commenting that it was only natural for a hero to want to look cool. As May had served up bacon and pancakes, Peter had dug in as if he had not eaten for a whole day, to many comments of having acquired a healthy appetite. He had been cheerful – all his horror and dread at what was within him from the previous night now gone – as he’d bid them farewell to go visit Felicia. He regretted having had to lie, but had simply felt too much of an urge to try out the limits of his new self to come up with another reason.

Peter didn’t have to travel far – a derelict warehouse which he and Felicia had discovered and pondered turning into a secret base was close enough that he could reach it easily, and it offered an enclosed area where he could test just what the hell it was that the suit could do in privacy. He felt outright cheerful as he took the bus to his destination.

May had mentioned during breakfast that Norman Osborn’s lawyers had come through and were nearing a settlement in record time which, they’d assured her, would be in the six figures at the very least. Between his family now being better off than ever and something so spectacular, if at first utterly horrifying, happening to his body, Peter felt like his life was rapidly taking on a new direction that he could come to very much enjoy. _‘Wish I could at least tell Felicia about this.’_ He wondered just how his athletic friend would react if she found out that an arachnid had gifted him with the power to climb freaking ceilings and land on his feet like a cat – though the latter part admittedly would take some more practice. He wondered if he could surreptitiously ask a few questions about how she went about her exercises and what she’d gotten out of it all, without raising any suspicion. Then again, perhaps the girl who kept breaking her bones trying to perform complicated routines was not the best mentor for a budding athlete.

The warehouse was utterly abandoned, just as he had hoped it would be. He’d stumbled upon it years ago while biking around with Felicia, and it was only now that he realized how dangerous the neighbourhood actually was. Just a few days ago he would not have even dreamt of even getting near it again, but now… even though he had yet to fully test out the suit he felt a certain confidence building up within him. Looking around to make sure no-one was watching him, he snuck past the broken-down fence and made his way into one of the side entrances. As dusty and dark as the warehouse was, he knew it was as good a place as any to test the waters of his new capabilities.

Making sure one last time that the area was truly clear of onlookers, Peter summoned the black matter onto his hand alone and fired a web at the sturdiest-looking part of the ceiling.

The hours went by like minutes.

Peter couldn’t help but feel like he’d been born for this. Scaling up a web, swinging from one side of the warehouse to the other, firing off small amounts of webbing in short bursts… it was like anything he set his mind to in relation to the web he could achieve, as if he was moulding technique out of thin air. He tested the web’s range, strength, elasticity and tensility, constantly having to remember to write the results down on a little notebook lest he got carried away having fun. He spent well over an hour simply swinging around the large warehouse, his speed increasing alongside his confidence. The only breaks he took were to eat a sandwich that he had packed for lunch and to pick up his cell phone when Uncle Ben gave him a call.

It was almost seven in the afternoon by the time Peter considered heading back home, his body covered in sweat from all the exertion and his notebook filled to the brim with hastily-scrawled observations. Hanging upside-down from the last web that he’d used to swing around, he marvelled that he had mere days ago been so physically out of shape that the very idea of climbing a rope, much less performing acrobatics in mid-air, had seemed both an impossible and undesirable goal. He felt absorbed in a swelling new flow of self-confidence and found himself wondering what Mary Jane would say if she could see him as he was now. The thought made him frown slightly as he began his descent. _‘She’d probably be horrified? Especially if she’s seen The Fly, or has any sort of aversions to the idea of a guy having had some sort of genetic mixeroo with a freaking arachnid.’_

As he made his way back home in the slowly-setting summer sun, he kept up the brainstorm that he had been entertaining for what kind of name a superhero running around with his powers would use. He had run a lot of ideas through his head, most of them bad; Arachnus, Webbed Wonder, Spiderman. The last one he’d enjoyed quite a lot, until he had begun overthinking it. _‘Man who is a spider, who is a man? Meh…’_

Peter was in high spirits as he returned home. “Well,” Uncle Ben greeted him from his spot in front of the TV, where re-runs of The X-Files were being shown, “looks like someone’s had a good day.”

“You have no idea, Uncle Ben.” Peter locked the door behind him and sat down on the couch next to him. He heard Aunt May moving around upstairs, but opted not to call out to greet her.

“Well, well.” Ben waggled his eyebrows, almost sleazily. “So, didya finally take it up a notch with your white-haired girl?”

Peter rolled his eyes, but felt in too good of a mood to snap back at his uncle. “Just the usual fare.” He’d never understood why his uncle was always so fixated on playing matchmaker between him and Felicia; maybe because she was the only girl in New York City who would so much as talk to him. “There’s nothing going on there.”

“Hmm, more’s the pity.” Uncle Ben took a sip of his soda. “I’ve got an eye for people, and she’s a real keeper.”

“So you keep saying.”

“Hey, what about your aunt? She was a keeper. It’s like my superpower; I can just tell who’s got a good heart.”

Peter grinned. “When shall we start designing your superhero outfit? Ooooh, you have got to have a big pink heart on your cape…”

“Yeah, laugh it up!” He took another sip and pointed a finger at him. “Take you for example, son…”

The sound of glass shattering in the kitchen cut their conversation short.

It could sense that something great was afoot.

Like through a thin ebony veil, the world outside played out as if preordained. Sounds, sights, tastes… they were all there, murky, faded.

Distant.

Much clearer was what lay _within_ the boy. Emotions, thoughts, wants. Close. Rich and vibrant, like a ladybug drinking morning dew off a leaf – images, all, from the boy.

Muffled voices, so distant yet so clear. Shouts, an argument. Fear broiled within the boy like a primal volcano… primal. It had savoured this word.

Fear that began to sidle and distil into anger.

There had been nothing for so long, mere existence. Impact upon the body – Earth, as it was – had been like a forceful explosion of _all_. Life. Taste. It had gotten what it could from the simpler creature – _arachnid_, so spoken. But there was only so much there, while there yet remained a myriad more to take unto itself. The boy had given all the rest, and more. Concepts –family, language, names. Mary Jane, Felicia, Ben…

Ben was about to expire, die. It could taste it in the air, in the words, in the way the man looked at the boy and his uncle, waved the item, the weapon around. More yells and shouts, as if spoken under the water within which it had impacted. Water was life, but it had miscalculated. It had been stunned, dazed, sleeping. Humans had surrounded it, enveloped it, unknowingly brought it into the simple creature. It had harboured no hateful emotions – those only came with the boy. But those men, blindly playing with the residue, had made it hungry.

The boy seemed to realize how things would end – information travelled both ways between them, after all. Anger built into rage into fury and was tinged with that most delicious of flavours – the will to kill. It had tasted it within the spider, but it had known then as it knew now that it was most exquisite coming from the higher beings.

It was still so damaged, so hurt… so dazed, even after all the days and months and years, as they were called. All it could do for now was ‘enjoy the show’… and feed.

Feed before he came for it.

It masked it from the boy, but it truly looked forward to seeing Ben die – to feeling the death, salt and herbs in the air, and how it would affect those around him. Like a stone being hurled into a placid pond.

The boy called upon it, and it answered. The most delicious of flavours – yet it was corrupted, tinged, incomplete. Fear – of the man with the gun, but more so of _it_, of it finally becoming one with him, the shattering of the final gate. To ‘cover his face’, in the terms the boy put it – he feared the unknown and what it would mean to surrender himself absolutely to it, rather than just partly. Yet this was how it was all to play out. There never had been any other alternative, nor had it wished thus.

The last gate creaked and groaned.

And then, with a flash of sound and noise and smell and motion all, it happened.

The boy screamed.

The gate fell.

A rush like its flight through the stars. _Better_.

Warmth, amongst the rage, the sorrow, the hideous and beautiful struggle.

It knew what was to come – and it would be good.

In a flash of smoke and tears, screams and wails, blood and haste, Peter Parker was born anew.

He had not even thought to make it happen, it simply had. The murderer had seen it clearly, had stared with horror in his eyes even before Uncle Ben had hit the floor. For a moment Peter’s vision had faded and he’d felt a current like fire or electricity run from his toes to the top of his head. He had hesitated, had faltered, had feared.

It had only taken a single second in his life to change everything forever.

The man had fled out the same window he’d entered through. He’d been fast, though whether it was shame or fear, confusion or design that had lent him such speed would forever remain unknown. Peter had only held Uncle Ben’s body for half a minute, perhaps a little more. Aunt May was still on the floor, crying and screaming. All in the span of half a minute, barely a longer time frame than the sequence of events that had warped a perfectly regular night with his family into the cold and colourless knife that cut past his very lungs and into his soul.

Uncle Ben was dead.

And the man who had killed him would soon be, too.

He dove through the window, landing on glass shards yet feeling nothing; the suit, now emerged from his skin but still nestled under his clothes, guarded him. Dogs were barking in the gardens and people were making noise down the street. Peter kept running, kept searching, kept hunting, a black blur against the looming night.

He barely registered anything but his senses, his one compass to his uncle’s killer. He could see him in the dark, smell him, almost taste him. He was scrambling to get over a fence a few houses down…

He leapt, high and far. It was all white noise, static. He didn’t give himself time to regret, to grieve, to wonder. He knew what would happen when he landed, or at least he felt what would. He’d left the ground like a bird breaking away from its nest, leaving behind nothing but feathers and bones.

Peter landed, his body hitting the fleeing man in the back, forcing him down onto the grass. It stank of fear. The man tried to scream but couldn’t, all the air gone from his lungs.

Uncle Ben’s killer.

The air seemed to sizzle as the pathetic figure tried to glance back over his shoulder at his assailant. Through all the drugs and adrenaline there arose true, naked terror as he gathered just enough air in his lungs to whisper.

“You-”

Peter grabbed him by the back of his filthy coat, squeezed tightly and flipped him over like a child. He leaned in, afforded a perfect view of the man’s unkempt face and all its gruelling details though he knew that the black substance had at long last overcome his entire head. The question of how he could see him through the pitch substance barely registered. Nothing but the immediate hatred that he felt towards the pathetic human being before him did.

“Murderer,” he hissed.

Uncle Ben had been joking and laughing before seconds and minutes later, he was dead in a puddle of his own blood. None of that would have happened had Peter only stepped up, assumed responsibility for his new-found powers. Uncle Ben had shielded him while trying to talk the junkie down, had then acted to protect Aunt May when she’d come downstairs. He was dead, and it was partially Peter’s fault.

He knew it would be eating at him horribly, were he anywhere else but in the direct company of the very man who had pulled the trigger.

“Let me go,” the man wheezed. His breath stank of alcohol and rotten teeth. “Let me go...”

Just then, something extraordinary happened. Peter could feel it in his whole body, on every fibre of his being. A switch, a change, a reforming. Surfaces swerved and twisted like waves in a storm. Mass rose and fell like putty in a child’s hands.

A growling hunger… a mass of teeth, like a jagged mask all around his periphery. Shark-like, twisted, multiple rows with no rhyme or reason. The murderer’s eyes widened, bloodshot, tears streaming down his filthy cheeks.

“No…” He tried to scream, but could only gasp like a fish on the shore. His words were a pathetic whisper. “No…”

The sharp teeth moved, encroached like a squid around prey. Closer to the man’s face. Eclipsing the moonlight in his terror-stricken eyes. Pure, undiluted fear.

_‘Am I doing this? Is this me?’_ To cause a reaction like this…

It felt delicious.

Peter was no longer sure what truly was and what wasn’t, no longer knew what was right or wrong. But if what he saw before him truly was…

…then it most certainly was right.

The teeth _circled_…

“Please God…” The man closed his eyes tightly, grabbed his chest. He shuddered.

Somewhere in a remote part of his mind, Peter realized that he was about to _eat_ the man. He hesitated…

The toothed maw wound its way back, disappeared. Peter loosened his grip on the man. As he stood up, he realized that the murderer never would.

Quietly, almost surreptitiously, his heart had gone still and ended his misery.

He had died of sheer terror.

Peter stood there for several long moments. The cool night air blew the dead man’s black hair over his face. Dogs continued barking in confusion and fear, and the sound of police sirens finally broke the relative serenity of the quiet neighbourhood.

Peter made the suit disappear. He turned his back on the cadaver and headed back home.

All that came after proved to be a turgid affair.

Police interviews and reassurances. He had been consoling Aunt May as she’d cried, her story already told and accepted; a burglar had broken into the house and murdered her husband. Peter had pursued him in a blind rage – she thought he wore a hideous mask, so hysterical was she. He had been silent while she’d spoken, and had been there for her when she had broken down in tears again.

The police were happy to report, soon thereafter, that they had found the burglar dead just a few houses down the block. He had suffered from heart failure and had simply dropped like a ragdoll. A preliminary blood test had determined enough hallucinatory drugs in his body to have downed an elephant. “He won’t be troubling anyone ever again,” one officer had assured them, offering an encouraging nod.

Time passed.

Peter’s few friends and Ben and May’s many ones had stopped by. Felicia had cried while trying to reassure him, and Harry had sombrely tried his best to cheer him up.

He was excused from school for a little while.

It was only after the funeral that Peter had finally let it all settle in, had begun to truly think about it all. Aunt May had spoken of moving to a new house, feeling ill at ease passing by the spot where Uncle Ben had met his end. Until then, however, Peter was still stuck lying atop his bed for entire evenings, simply staring up at the ceiling until one night, with no one trigger in particular, he had letting it all bubble up to the surface all at once.

Uncle Ben was dead. He had been dead for five days now.

Uncle Ben was dead, and he was partly to blame. He had acquired a great power through spectacular means, had let it settle in and played around with it. But he’d never truly accepted it, had never taken the leap to make it his.

As a consequence, during the critical juncture, Uncle Ben had stepped in and not he. And his uncle, lacking the great power that Peter wielded, had been gunned down mercilessly.

Only then had Peter accepted the substance for all that it was, had become one with it. Out of instinct more than logic, he’d followed his heart before his brain. A line had been crossed… but what was to happen next?

The substance was clearly monstrous. It had a mind of its own, a _will_ of its own that had taken over and reached out into the breathing world while Peter’s own mind had been lost to anger and grief. It was only that brief moment of clarity, that hesitation while on the cusp of devouring the robber like a wild beast which had returned the reins to him.

There was a monster within Peter Parker. It had teeth and an appetite. But it seemed subservient, so long as he remained in control. Could he really keep it, now knowing this? Would the alternative of being cut open by SHIELD doctors not be preferable to having an alien creature within him, so bizarre and horrifying that his mind had only perfunctorily acknowledged the depths of its horror?

_‘With great power,’_ Uncle Ben had always said, _‘comes great responsibility.’_

Tears streamed down his cheeks, past his ears.

The suit was a monster. It had killed, though indirectly. It was dangerous in the wrong hands, or in the right hands under the wrong circumstances. A ticking time bomb…

And yet, Peter had misused it by _not_ using it. He had failed to act and had paid a terrible price. If there was any way that using the correctly could make up for even so much as a fraction of his failure... he would take it. Where once he had merely wanted to know more, had toyed around with the action of putting the substance to use, he now wanted nothing more than to act.

No more innocents would die due to his inaction.

With great power came great responsibility.


	7. Chapter 7

The sunlight was barely poking its way in past the closed blinds as Peter’s clock began ringing in a broken, pathetic fashion, a memento of his first experiments in firing his suit’s webs. Jumping out of bed and turning it off with more vigour than he had possessed in the past week since Uncle Ben’s death, Peter felt that, for the first time in a good while, he looked forward to the day. He had spent a large part of that Sunday evening experimenting on and theorizing about his suit, and had practically collapsed in exhaustion by the time he had finally made a breakthrough. He could barely wait to test his theory.

Having brushed his teeth and washed up he stood before his bathroom mirror and summoned the suit in its entirety, with no reservations.

He was not sure what he had expected would happen back when he had been so afraid of doing so – perhaps the formation of some sort of horrifying arachnid face full of hairs and fangs and clicking pincers. He now realized how foolish that idea had been at a time when he was more or less convinced that he wielded a military prototype of some kind.

The mask that stared back at him through the mirror was simply a form-fitting one with no decorations or aberrations other than a pair of white eyeholes, if that was what they could be called, which were somewhat slanted downwards towards the middle and stretched out wider and larger than his own eyes. Looking through them was exactly like looking upon the world without them – perfect, unobstructed vision. The mask simply hid his identity and protected his head.

He attempted what had prompted his earlier theory and was pleased by the results, namely the fact that squinting or raising an eyebrow expressively made the eyes move as well. But if the suit was an entirely organic substance, what other physical changes could he impart on it merely with his mind? Texture and even colour, was it all malleable?

He thought hard about the pitch-black colour changing; grey, yellow, red… nothing seemed to work for a few moments. Then he simply thought of making it a stark white and, with the slightest ripple of its surface, it changed.

“Jesus!” Peter took a step back at the sudden change, though he didn’t feel anything throughout the process, seemingly a purely aesthetic one. _‘If this really is a piece of military hardware, could this be a setting for operating in the snow?’_ Taking a closer look he realized that the colour of the eyeholes had been inverted from white into black, as if the suit itself was aware of the contrasting colours. Upon considering it for a moment, he switched back to the original configuration with a singular thought.

After some pondering, Peter decided to try something else. _‘So white is your other colour, huh?’_ At mere thoughts he made individual parts of the suit white, grinning at how simple it was. White ‘gloves’ and ‘boots’, random white zigzags, a shoddy attempt at imitating the mask patterns from Kiss…

Struck by an idea, Peter reset the suit to its usual pattern, closed his eyes and focussed on a specific image. It was one associated with a fantasy he had entertained during his long evenings staring at his ceiling, one of criminals looking up into the night only to see a formless blur with a symbol at its heart. Striking terror into their hearts. They wouldn’t even know what had hit them if he took them on as a texture-less black shade…

Opening his eyes, Peter grinned at the results. A large white symbol in the vague shape of a spider, stretching from his chest down to around his waist. After correcting some significant imperfections, he turned around and did the same to the smaller arachnid outline that he’d willed to appear on his back. _‘Yeah. This’ll do.’_ He tried unsummoning and re-summoning his suit, and was pleased to see the symbol remaining on its surface, as if he had effectively modified it.

_‘I wonder, are you just giving me what I want now?’_

“Peter!” Felicia’s voice called from downstairs. “Come on, we know you’re up. Get some breakfast, we gotta go!”

Felicia had been coming over every other day of the past week to help Peter out with house chores, in light of Aunt May having fallen into a terrible depression after Uncle Ben’s death. Her semi-daily visits had truly cheered the place up, and she often pushed Peter to talk to May about what had happened, which had definitely helped to clear the air. He truly appreciated her coming over in this fashion.

Looking down at his cheap wristwatch, he was surprised that the entire hour and a half that he had allotted for himself to experiment with the suit had already flown by. As he scrambled to brush his teeth and pull on some clothes, he couldn’t help but wonder how a regular person would deal with the death of such close family. Uncle Ben had been like a father to him…

_‘Regular people don’t get to enjoy the distraction of morphing monster suits...’_

Downstairs, May was talking animatedly with Felicia at the table. Peter could already see several boxes lying around, full of small baubles and decorations. _‘So we’re really moving someplace else.’_ Peter reminded himself that he would later have to insist that his aunt find a smaller place for herself, what with him going off to live on campus if Empire State University took him on. Then again, the Osborn money was supposed to be flowing in soon, and he wondered if it might be a bad idea to remind her of his imminent moving out at such a delicate time.

“Sorry I’m late! What’s for breakfast?”

“Water and bread, you bum!” Felicia was chewing on a peanut butter and jelly sandwich, a small piece of bread flying down to the plate as she spoke. “We’re gonna be late, Captain Mornings!”

“Okay, well, gimme that sandwich-”

“The Declaration of Independence was drafted to curtail the theft of someone else’s PB and J!”

“Well, Nic and I _stole_ the Declaration…” He tried to nab the sandwich but had his hand swatted away by Aunt May, who wore a rare smile on her weathered face.

Peter couldn’t help but feel like somehow everything might turn out okay.

It was only after realizing that it was Peter’s second ‘first day back at school’ in just around two weeks that he truly appreciated how much crap had been heaped upon him as of late. The Triskelion sinking, a genetically-modified spider-bite, Uncle Ben… he frankly felt surprised that he hadn’t already resigned himself to a life of ice cream, TV and crying.

As he walked down the hallway towards his locker, Felicia having already headed off towards her own classroom, he received more or less the amount of pitying looks and comments that he’d expected. Kong gave him a surprising “Sorry about your uncle, man”, and Mary Jane stopped him at the hallway with a sweet “I’m so sorry to hear about your loss,” throwing in an “If you need to talk anytime, just say so” to set his heavy heart aflutter.

He didn’t even have time to respond, however, before he overheard Flash Thompson, naturally, mutter ‘Bad-Luck Parker’ under his breath at a smirking girl from the year below.

Peter stopped just short of his locker and stared at him through the crowd of students moving about. His mouth curled into a nasty sneer as he felt a sudden rush of adrenaline. At any other point in his life he would have just ignored the comment – it was incredibly tame, by Flash Thompson standards. But for whatever reason – be it the knowledge of the suit, or his newfound strength and powers, or just having plain reached some sort of breaking point – he wasn’t going to take the blonde’s shit that day.

“What was that, Flash?”

Flash’s head snapped up from the girl. “Huh?” He seemed genuinely surprised to have been heard across the corridor.

Peter’s voice stammered just a bit bit as he repeated the question, completely unfamiliar with such types of confrontations. “What was that you said, Flash?” Some of the other students were beginning to look their way.

Suddenly called out, Flash quickly went on to the defensive. “None of your business, Parker.”

“Oh, Parker?” He felt his uncertainty fading with every passing second. “Don’t you mean Bad-Luck Parker?”

Mary Jane had stopped and turned around to look at them with some concern. More and more students were also observing the confrontation with interest. The girl that had stood next to Flash distanced herself from him, but the boy himself didn’t seem ready to just slink off.

“Look, Parker, I know you’ve been through a lot,” he seemed torn between being his usual asshole self towards Peter and not looking like an asshole in front of everyone, “but you need to chill the hell out.”

“Oh, that’s it? Just chill out? Why didn’t I think of that?” Peter took a step towards him, almost subconsciously. “But then I won’t be able to bring any bad luck to you, too, huh Flash? With my sheer presence?”

Flash straightened himself up, planted his feet. “Stay away. You do bring bad luck.”

“Yeah, I’m a regular black cat, right?” He took another step forward, knowing that he was now within Flash’s personal space and inviting aggression. “Makes sense, I guess? I’ve been hanging out at all your matches, under the rafters, urging Scott Summers-”

“Don’t-”

“-to kick your fucking ass, just as he always-”

Flash Thompson was as predictable as he was impulsive. Push this button, that happens, mention Scott Summers and he freaks out like an overexcited dog. He reached out with his right hand for Peter shirt, maybe intending to push him away or pull him against one of the lockers. Bizarrely, however, he felt like he’d seen the move coming from a mile away, his body already reacting as if in anticipation.

It was a clean dodge, requiring just enough distance so that Flash lunged forward embarrassingly into thin air. The blonde’s eyes widened in surprise and then, as a nearby girl sniggered at his fumble, narrowed in anger.

“Damn Flash,” Peter’s mouth almost seemed to move on its own as he marvelled at his own reflexes. “Is this how you play on the court? No wonder Summers got to take that trophy home…”

Flash charged him with his elbow out, intending to ram him against the lockers as he evidently refrained from outright throwing any punches. Once again, however, Peter could practically trace the path that he would take towards him before he was anywhere near him. _‘What the hell? Is this part of the suit, too? Or the bite? Some kind of spidery early warning system?’_ With three quick steps he danced aside nimbly, so that he was now facing Flash’s back.

The two consecutive dodges elicited more laughs from the crowd, with even Mary Jane holding back a smirk as she tried to put an end to the spectacle. “Cut it out already, Flash!”

Suddenly embarrassed by the whole situation and still feeling bewildered by the way his senses seemed to be acting up, Peter decided to step away from and end the pointless endeavour. While Flash was still off-balance Peter pushed against his back with the palm of his hand, hoping to gain some distance so that the whole charade could be over and done with.

Even though he couldn’t have given him much more than a pat, Flash tripped forward suddenly and slammed against one of the lockers on the other side of the hallway. Students got out of the way with cries of “Oh shit”, “Damn” and the like. One student even had a camcorder out to record the whole thing while grinning idiotically. Peter flinched back in surprise, dropping his hand as Flash yelled out in bewilderment. He could hear a couple of teachers making their way towards the throng that had gathered steadily around them, trying to disperse the students as they approached.

_‘This has gotten out of control.’_ It had become exactly the sort of situation that Peter and Felicia had always mocked jocks for getting into, a rapidly-aggravating series of uncontrollable events. He wanted to simply step away from it all and just leave it behind, regretting having brought himself down to Flash’s level at all, when the latter boy came back at him swinging, revitalized by some sudden burst of anger.

No longer sure if he should simply dodge and certainly not willing to strike back when his own strength was so beyond his understanding, he simply opted to catch his striking wrist with one hand while having the other ready to counter whatever the blonde tried with his free hand. It took almost no effort to catch the limb mid-swing, and he felt confident that he could hold him in place until the teacher got there…

He wasn’t prepared for how quickly Flash’s face turned from anger to pain.

“Ah, ah fuck,” the halted his own momentum and simply stood in place in front of Peter. “Fuck, let go…”

Puzzled yet satisfied that the teachers were close enough to sort the rest out, Peter let go of Flash, who promptly dropped to his knees while gripping the spot on his wrist where he had been grabbed.

“Jesus,” Flash was rubbing his wrist and muttering, so that Peter could barely hear him over the teachers’ bellowing. “Jesus. What the hell…”

Peter barely managed to catch a glimpse of the ugly bruise forming around Flash’s wrist, as if it had been crushed by a small iron vice…

Despite the fact that Flash had been rushed to the nurse’s office to have his bruise looked at, there had simply been too many witnesses to turn the story against Peter. Flash had thrown the first, second and third blows while Peter had merely dodged or blocked at every turn, except for when he had pushed the blonde away. Between that, a well-recorded history of being bullied, and consideration for Peter’s recent loss he got off scot-free, while Flash was both suspended and temporarily banned from the basketball team.

Somehow, Peter felt like he had been the villain in the whole ordeal.

As he sat on the rafters by the running track outside after school, he kept playing the situation over and over in his head. Flash had bullied Peter intermittently since they were both nine years old, had only ceased to outright antagonize him at every turn in the past year and had since mocked, jeered at, and insulted him behind his back every chance he’d gotten.

And yet, Peter had felt no satisfaction from the fear and pain in Flash’s eyes as he’d held his wrist. _‘Would an adult get any real satisfaction from beating up a bratty child? I’ve been given these powers and I’ve misused them. This is exactly the sort of thing Uncle Ben was always going on about.’_ He had gotten himself into a dangerous situation where he didn’t even know the full extent of his own strength. _‘Even with all the muscle mass my body’s been gaining… this is definitely some kind of power. A strength greater than what should be possible.’_

Glancing around to make sure no-one was looking, he let go of the section of the metal seat next to his right leg that he had been gripping with all his strength throughout his ruminations. He felt oddly unsurprised to see that it had been squeezed from both sides to the point that the centre was about as thin as a pancake. Letting go, he held out his unharmed hand and stared at it quietly.

_‘I can bend cheap metal like plastic and I can bruise with almost zero effort… I could probably punch someone’s head clean off. Maybe even punch through a brick wall. Who knows how much I could lift?’_ The idea of going to the school gym, completely unthinkable mere weeks ago, crossed his mind. _‘I need to know my limits. If I’m going to assume this power as my own I need to make sure I never again overdo it like I did today.’_

“Heya.” Peter turned at the sound of Mary Jane making her way up the rafters. “Thinking of joining or just perving out?”

“Huh?”

Mary Jane pointed at the group of cheerleaders practicing their routine on the field.

Peter was speechless for a moment, then shook his head and chuckled. “Just thinking.”

“Yeah, huh.” She sat down one row below his and a few seats away. “Guess you’ve got a lot on your mind right now.”

Peter nodded, unsure of what to say. He had had a crush on Mary Jane Watson since he was thirteen, but had always consigned himself with certainty to the introvert mentality that no matter what, nothing would ever come of it.

“That wasn’t me,” he admitted. “By the lockers, with Flash…”

“Yeah, you really did a number on him. Don’t think he ever saw it coming.”

“I don’t think I did, either.” He turned his head to look at her more directly. “I’ve… changed a lot, lately.”

Mary Jane regarded him in silence for a moment. “Yeah, that happens. I lost my mom a few years back, those were rough times. But you went through so much right before that…”

Peter smirked. “You went through the same. If you mean the Triskelion…”

“I didn’t get smacked into a coma,” she smiled briefly, brushed a few strands of hair off her freckled cheek. “I don’t think I ever properly thanked you for that?”

“No, you did…”

“No, I really didn’t. Not in any proper sort of matter, at least. So, thanks, Peter.” She winked and gave him a thumbs-up. “You were awesome out there.”

Peter averted his face back towards the cheerleaders, hoping to hide the goofy grin he could feel forming on his face. “Awesome? Come on… you didn’t need my help. You would’ve been fine without me.”

“I dunno, maybe.” She stood up, looked at him intently. “But it still makes a big difference just knowing someone’s trying, you know?”

They held eye contact for a moment, Peter wishing that he could explain just how much hearing that meant to him, in more ways than one. “Mary Ja-”

Mary Jane flinched in surprise as her phone rang in one of her jean’s pockets, a default, catchy tune. She took it out and looked at the caller’s number, then shot Peter and apologetic look. “That’s Liz, I gotta scram…”

“Sure, no worries. Good talk.”

Mary Jane had made her way partially down the rafters when she turned around and yelled back up to him.

“Hey, party at my house on Saturday?”

“What?”

“Party at my house next Saturday!”

“No, I-” Peter had heard her the first time, but had not been able to quite fathom her words at first. “I, uh, yeah! Yeah, I’ll be there.”

“Nice, okay. At seven, my place!” Having said her piece, Mary Jane darted off towards the car park while answering her ringing cell phone.

Alone on the rafters, Peter simply sat in silence while patting his hands against his legs in a dull rhythm.

_‘Party at Mary Jane’s. Huh.’_

His life truly was changing for the unexpected, bizarre and terrifying.

Within just a few blocks down the main street from Midtown High there were enough sufficiently-tall buildings that Peter soon found one with an inconspicuous back alley bereft of prying eyes. With one glance at his surroundings he summoned the suit and quickly scrambled up the wall to the nearest landing, avoiding windows wherever he could. Once safely up, he ascertained that no-one could see him from any of the other buildings and, putting his backpack down, began undressing.

_‘That’s one thing to check off the ol’ bucket list…’_

Once Peter was wearing nothing but the suit atop his socks and underwear he went up to the nearest TV antenna and webbed his bag securely to its base. _‘Should be safe up here, so long as I can remember the building...’_ He took in the moderate view of Queens that he enjoyed from his vantage point and ultimately chose the direction he felt relatively sure was east. Walking up to the rooftop’s edge, he leaned over the precipice and looked down at the streets below.

Peter had never suffered from a fear of heights, but the notion of taking a leap from so high up off the ground suddenly filled him with unease bordering on panic. _‘Okay, am I seriously doing this?’_ He took several deep, even breaths. _‘Come on Peter, yeah you are. You wanna make a difference with your powers, here it is; statistics prove that criminals are at least two-hundred percent more terrified of being attacked by costumed maniacs leaping at them from the air, as opposed to costume freaks just running up the street yelling.’_ He felt confident that he had gotten the hang of swinging around on his webs in the warehouse, though the heights from which he was now far superseded the tallest point of the decrepit old building. A part of him considered finding another, lower rooftop from which to make his first real attempt, but he felt a gnawing certainty deep within his gut that he had to dive into the deep end right from the get-go. _‘If I can’t even make it from this high up, I may as well discard web-swinging altogether. Not to mention going into Manhattan…’_ He had decided to limit his activity to Queens for the time being, seeing as it had plenty of crime to deal with on its lonesome, but had reasoned that a few trips into the bigger city might be good for practice, at least someday in the future.

After a few more minutes of silent pondering, Peter finally thumped his chest with one hand and, after taking a few steps backwards, made a run for the edge. ‘Jesus Christ, what the heeeeeell-”

His heart was in his throat as the filthy concrete below his feet was replaced by the warm summer nothingness of thin air. He couldn’t even truly believe that he had actually made the leap until he felt himself being pulled down by the planet’s uncompromising gravity. He felt immediate regret welling up within him, and suddenly found himself remembering an anecdote about how regretful survivors of suicide attempts from high places claimed they felt right after making the jump. ‘Hoooo boy, hoooo boooooy-!”

Somehow managing to gather his wits about himself long enough to stretch his right arm out, Peter desperately thought of shooting a web at the nearest surface, the side of a building just before him. The black substance reached out, stuck to the bricks, and held. With a jolt, his descent was halted. He felt his legs kicking wildly as he tried to overcome his terror and confusion and focus on making the next move. With some effort he reached out with his left hand and grabbed onto the web he’d created with his right, just in time to see himself heading directly for the wall he’d stuck his web to.

“Centripetal force, fuuuuuuuck-!”

Just moments before he hit the wall with more power than he thought he could handle he stretched out his left arm and shot a web in the opposite direction, following up rapidly by letting go of the first web he’d created. He fell a significant distance before coming to a forceful halt. Before he could repeat his mistake from last time, he scanned the area to his right and in front of him and shot off his next ‘step’ with his right hand. While overwhelmed at first by the sheer amount of thought that he had to put into every single movement, he soon began to acquire some sort of rhythmic instinct for when and where to shoot the webs, so that he was soon enough moving along the street at a relatively quick pace. _‘Okey dokey, piece of cake. Just like driving a car with two wheels, easy peasy.’_

After around a minute Peter finally felt confident enough to keep up his momentum without looking. Peeking downwards, he saw some pedestrians looking and pointing up at him. _‘Take it in, ladies and gents!’_ He hoped that he didn’t look too awkward and amateurish as he moved along. _‘Queens’s own superhero – the astounding Tarzan Boy! Check out his beats as he desperately tries his best not to get his ass killed…’_

A few blocks later, Peter awkwardly made a right turn into a narrower street where he wouldn’t have to stretch his arms out so pathetically to make the webs connect. The manoeuvre almost saw him hit the pavement, bringing him momentarily low enough that he could hear a couple of bystanders screaming in surprise and, he hoped, wonderment at his antics.

“This is normal!” Peter called out to them, more to calm his own nerves than anything else. “All us spider-humans move around like this!”

Feeling a lot more confident in the narrower street, Peter readjusted his height by factoring his momentum into his swings. He felt incredibly thankful that he had already tested how long the webs held around for before disappearing – a solid forty minutes, give or take a few minutes. He couldn’t even begin to imagine how terrified he would be if with every swing he had to wonder whether or not the webs would hold. Their strength had likewise been tested, and he felt confident that if they could lift large concrete blocks they should be able to hold his frame for however long he wished it. _‘I just really, really hope I was right to assume that these webs are somehow in infinite supply…’_

With every minute that he kept on swinging through the streets of Queens, Peter felt more and more at ease. No cops had opened fire on him, which either meant they had not seen him or did not care to. He could not help but wonder how the people down on the street would react to him. _‘A real-life superhero just plopping down on the street in front of you? Then again, I haven’t really done anything particularly heroic yet. Other than not fainting from all this craziness, isn’t that pretty heroic?’_

Minutes turned to hours and he began to alternate and experiment with his movements more and more. He found himself paying more attention to the practice than the streets below, reasoning that crime-fighting could wait until he learned the basics of movement, if nothing else. He was painfully aware of his lack of experience in the fighting department. _‘I should really have signed up for some sort of self-defence courses already. Jiu-jitsu or taekwondo, I don’t know. Even a boxing course is better than just trying to emulate fights from movies…’_ He found himself utterly grateful for the defences provided by his suit, though he hoped he would not come to rely on them too much.

It was with a start that he realized that there was absolutely no tiredness or pain in his hands or arms. It was like his body was biologically attuned to this mode of traversal. _‘Not sure where that fits into the military tech story. Maybe so that anyone using this suit could climb up buildings or cliffs without getting worn out?’_

After another hour of aimless locomotion, Peter felt relatively certain that he was outright having _fun_. The feeling of moving so freely through the air, completely unrestricted by the limits of the streets below, was like nothing he had ever felt before. He wondered if, with some more experience, he could even take flying leaps between swings. Queens felt like it had completely opened up to him in a new way, one which mere weeks ago he would not have even remotely entertained. _‘This is… just too awesome. Legitimately freaking awesome…’_ He wondered what Felicia and Harry would think if they saw him now, moving around like a trained acrobat and letting out the occasional enthusiastic whoop.

After roughly one more hour of swinging around with more wild abandon than he ever thought he could muster, Peter reckoned that he had done more than enough for a first trial run. _‘Didn’t die, so that’s definitely a big win for me. Now I just have to… find my bag…’_ Suddenly struck by just how far he’d travelled, he swung himself up to the top of a relatively low building to catch his bearings. He jumped in alarm when he heard the door to the building’s stairwell being slammed open. Fully expecting to see a team of policemen emerging, he moved over to the edge of the rooftop.

“Whoa, whoa, whoa, whoa!” A lone figure, a portly man with an impressive beard and wearing a bathrobe over his pyjamas emerged from the stairwell with a camera in hand. “Hey, hey, don’t go, man!”

_‘What the hell?’_ Peter was so surprised by the man’s appearance and behaviour that he simply stood in place, poised to drop off the side of the building at a moment’s notice.

“Uh… wh-what’s up?” He’d never really thought that he would be talking to someone through his mask, and was pleased to hear that his voice wasn’t muffled in the slightest.

“Oh man!” The stranger stopped a few metres shy of Peter and took a moment to catch his breath. “You… whoa! You’re the guy that’s been swinging through Queens…”

“Um…” Peter had not expected word about him to spread around quite so quickly. “Maybe?”

“A friend phoned ahead,” the man managed between breaths. “Thought I’d take a picture from the window, but… you’re here!”

“I am!”

“What’s your name, man?”

“My name?”

Peter had put some thought into the matter already, though he hadn’t been sure it would really matter; he was only trying to use his powers for the greater good, after all, not start a brand. _‘Still… better that I give one that I came up with, rather than some reporters coming up with something truly awful.’_

“Spiderman.”

The guy’s eyes widened. “Spiderman! Oh, damn! That’s why… you were swinging on _webs_…”

“Yeah, sorta…” Peter put his hands on his hips, embarrassed.

“Are you a mutant? Like the ones they talk about in Mysterio…”

_‘Oh, geez.’_ Peter was beginning to regret not leaving the rooftop immediately, but he then realized that this could again be an opportunity. _‘I could use this chance to make sure the guys from the Triskelion don’t all come after me… if they know I’m not talking about them, or even think I’m actually am a mutant, they might just leave me be…’_ He had known that he would eventually have to confront the spider’s original creators in some way or another, but suddenly found himself hoping that he could avert such a clash altogether.

“Yeah, I was born like this. A mutant. Just decided to start using my powers to fight crime,” he added hastily. “That’s why I hide my face.”

“Oh my God! That is so awesome, dude! I’m so jealous.” The man held up his camera. “Can I please take a picture of you?”

Peter had originally entertained some fantasies about being a mysterious figure that struck at criminals in the dead of night and would only be known to them in hushed whispers, or some such. But the thought of only operating at night when he had to study for his finals didn’t particularly appeal to him at all, so there was really no way to avoid sightings of him pretty much whenever he’d choose to move around. _‘Pictures would also give this guy some legitimacy if he goes to the press. I just really hope he doesn’t screw up my story…’_

“Sure, sure.” Peter tried his best to make a cool pose, sticking his chest out. After several pictures like that he made a V-sign with his fingers for a couple more shots. _‘Might as well seem like I’m just your friendly neighbourhood dude…’_ While Peter definitely wanted criminals to fear him, he definitely did not want the public or the police to be scared and on the lookout for him. “That good? I gotta go.”

“Oh, uh…” The guy briefly looked somewhat disappointed, but nodded with a grin. “Thanks so much Spiderman… I’m gonna let all my friends know about you!”

“Yeah, yeah, do that. Don’t forget about the crime-fighting part.”

“Yeah!”

“I’m gonna kick crime’s ass in Queens. And all over. You’ll see.”

“Awesome, man!”

Peter was about ready to jump off the roof with a cool wave when he suddenly remembered a burning query he’d wanted to pose.

“Hey, one question for you…”

“Yeah, Spiderman, what is it?”

“Um, where are we? Like…” He tried not to sound too pathetic while posing the question. “My, uh, pocket GPS hasn’t come in yet…”

“Oh, um.” The guy seemed surprised by the question, but he nodded understandingly. “Hempstead, man. That’s Uniondale Avenue…”

“Hempstead!” Peter wasn’t able to hide his surprise at how far he’d gone without realizing it. _‘Aunt May’s gonna kill me!’_ “Oooohkay, well, buddy, I gotta scram. That’s west, that way?”

“Um… yeah? Yeah, I think…”

“Okay, thanks!”

Peter jumped off the edge of the building and began swinging towards the indicated direction, just managing to make out the enthusiastic “Hell yeah, Spiderman!” being yelled by the man behind him.

It was getting dark by the time Peter got back to the area he had started off from. He slowed his movements as he looked around for the Nike billboard he had used to get his bearings. _‘Man, New York is enough of a maze during the day on the ground…’_ He began to feel a pit in his stomach at the idea that he may not find the rooftop before it got too dark to see well. _‘Oh man… what the hell should I do? All I’ve got under here are underwear and socks… maybe I could sneak into my room through the window? Did I leave it open?’_

Just then, with a joyful heart he spotted the sooty Nike billboard on the building adjacent to the rooftop containing his things. _‘Oh thank God. Am I really going to have to operate like this, within the radius of my stuff? Maybe I should wear the backpack, or put some clothes on under the suit? But that would look awful…’_

As he turned into a side street to head towards his destination, he suddenly caught sight of a small, run-down and practically empty car park tucked in between two apartment blocks. Squinting, he could make out, with surprising clarity, a man approaching one of the few cars parked there while glancing over his hoodie-bearing shoulders in the most suspicious way possible. _‘No freaking way…’_

Peter used one web to carefully make his way onto a wall adjacent to the parking lot, sticking on to it as he investigated the scene. Somehow true to his textbook criminal appearance and behaviour, the hunching and nervous man pulled something that looked like a long shoehorn out from under his hoodie and skulked over to his targeted car.

Peter swallowed, somehow barely feeling nervous at all in this very first foray into actually fighting crime. _‘This is too perfect… like one practice round before calling it a night.’_ He didn’t know if the man had a gun or a knife, but he felt certain that news of him could not possibly have reached every last nook and cranny of New York City yet; the criminal would never expect an attack from above. He kept observing the area, making sure that the man did not have any accomplices lurking around, and then tensed his body up. _‘This is it. I can do this. If anything, I have to hold back… I could punch a hole into a windshield and probably break his bones with ease. I’m faster, stronger… I can do this!’_

Peter took a deep breath, and swung his way down towards the lot.

The man was already trying to get the car door open when Peter shot a web at his back. The force of the impact made him slam against the vehicle, setting off the car alarm. _‘Ah, shit.’_ Peter had somehow expected the span of the web to be larger, so as to simply web him against the car. The man seemed utterly perplexed as he turned around, so Peter still felt confident enough to let go of the web he was still swinging on and drop down to the ground in front of him.

The criminal jumped at his sudden appearance, dropping his tool with a clatter and backing away several steps. “Wh-What the fuck!”

“Hey, um…” He took careful aim with his right hand, hoping to shoot a web that would stick the man’s right hand to the car window. His mouth practically moved on its own as he tried to mask his nervousness. “If you’d just stand…”

The thug, terror visible in his eyes from this close distance, took a few more steps back and pressed his back against the car. Peter fired again, missed and hit the rear window instead. _‘Shit! Gotta get the hang of this…’_

The man yelped at the near miss and tried to sprint off… only to stop violently and slip, hanging from his hoodie like a ragdoll. He tried to stand again but found himself unable to move away from the car.

“Oh… oh wow.” Peter took a few steps closer to get a better look, the criminal’s confused screams almost as loud as the car alarm by now. When he realized what had happened he had to keep himself from laughing.

“Stay the fuck away from me, freak!” The criminal wiggled in place like a shaggy marionette, kicking his feet wildly against the pavement.

Peter’s first shot, which had hit him squarely on the back, had stuck the man to the car after he’d backed up against it. _‘This guy essentially took himself out. Or at least, it was a team effort.’_

“Wow, man...” Peter shook his head. “So there’s a whole system in place? You’re like, Criminals 101, or maybe just the tutorial thug? Definitely the tutorial thug…”

The criminal struggled again, but seemed to slowly have realized what had occurred. He began to tuck his head into his hoodie to escape, but Peter took careful aim and webbed one of his arms to the car, then another, the limbs being thin enough to be entirely encased in the substance. _‘Oh, hell yeah!’_

The criminal, now stuck to the car by his arms and the back of his hoodie, which he had tucked his head into like a turtle, screamed in muffled outrage from his partially self-inflicted confinement.

“Wow, um…” Peter somehow managed to stifle his laughter as he began to make his exit. “Well, Tutorial Thug, thanks for the experience…”

“What the fuck are you!” Police sirens had now joined the cacophony in the once-quiet neighbourhood.

Peter almost felt like that question had been posed on cue, so comical and surreal had the whole situation become. There was relatively little gravitas as he first declared his name to the criminal underworld.

“Spiderman. Um, just try to keep the part where you got yourself stuck to, well, yourself, okay? For both our sakes?”

“Fuck you, you freak!”

“Nice. Good talk.” With that, he shot a web to a spot halfway up one of the nearby apartments and crawled the rest of the way up to the rooftops. From there, he observed as a police car rolled into the alley near the scene of the attempted crime. Satisfied that the man would be taken in, Peter headed off towards the roof housing his bag.

His heart was still pounding quite quickly, but for the most part Peter had simply been baffled by how ridiculous his first run-in with crime had been. _‘I really hope they all turn out like this… though that was, frankly, pretty pathetic.’_ Nonetheless, he felt a warm feeling deep inside unlike any he had ever experienced before. _‘This is it. No matter how clownish or lowbrow this all turns out… what I’m doing is right. Putting my powers to use, for the good of the people.’_ He grinned, beaming with new-found confidence and pride as he finally reached the rooftop his backpack had been stored upon.

_‘I was meant for this, I can feel it. And I’m going to see it through.’_


	8. Chapter 8

SHIELD HQ on Governor’s Island had become a bustle of activity ever since most of the assets from the Triskelion had been moved over alongside its many researchers. The facility was not quite as advanced or mysterious in nature, but there was still an undercurrent of excitement and inspiration that had reportedly been missing aboard the oceanic research station for the past few years. Although it was not often spoken of loudly, Norman knew well enough that his Oz Formula had been the catalyst for this sudden progress, and the many passing glances and appreciative smiles that he received around the labs only confirmed his hunch.

Otto Octavius, on the other hand, was far more direct in his appreciation. “A godsend, that’s what you are, Norman. I think we’ve made more progress in the last month than we have in the past three years…”

“Thanks, Otto.” Norman continued to indulge the man’s use of a first-name basis, not wanting to give him any reason to spite him.

“This is how it happens, folks,” Otto said to the scientists working on the nearby terminals. He was still wearing the harness carrying his metallic limbs from a recent experiment, two of which he raised towards the ceiling. “This is how you get a breakthrough. _The_ breakthrough!”

Norman smiled and sipped his coffee carefully as the bespectacled man return to work. His visits to the labs had become a regular occurrence ever since he had been granted direct access to the Symbiote Project in return for sharing his company’s Oz Formula. He had always felt relatively certain that his company’s research into genetic mutations would bear fruit, but had not bet on it as his first choice of action to approach the symbiote. Now SHIELD was treating him like Santa Claus in a lab coat.

The deal had worked wonders for him as well. While once he had only had limited access to SHIELD’s resources for application in his own research his choices were now practically unlimited. Not to mention access to the mysterious extra-terrestrial material itself…

Otto was speaking animatedly with Bruce Banner, who did not seem quite as excitable as his co-worker but had nevertheless been working around the clock ever since the move. Norman walked over to them and cleared his throat.

“So, gentlemen. How are things standing with my Oz Formula? I’m afraid I didn’t fully understand the brief I was sent yesterday.”

“The key, Norman. It’s the key.” Otto grinned and patted Banner on the back. “Tell him, Bruce.”

The mousy scientist glanced at Norman nervously for a moment.

“Well,” he began, “the Oz Formula being the enhancement agent it is, allowing for modification in muscle tissue and DNA, we thought that a coupling of it with the symbiote and its regenerative effects could yield some results…”

Norman waited for a moment. “And?”

Banner nodded. “There were results. On the lab rats…” He pointed towards a room at the far wall labelled ‘Live Experiments’.

Otto shook his head mirthfully. “My God, Bruce, how you undersell it. The results, Norman… rats that were terminally ill healed, body parts regenerated, cell decay came to a complete stop!”

“Ah. These would be the green rats I’ve been hearing so much about?”

Norman had actually seen them himself just the day before. The lab rats who’s DNA had purportedly been ‘perfected’ bore patches of skin that turned a sickly gangrenous green, although closer analysis showed that the change did not go beyond the odd discoloration.

Otto shrugged with a wry smile. “A temporary side effect of the rapid cellular reinforcement, nothing to worry about. I mean, just have a look at this.” With seemingly no effort whatsoever, he directed one of his arms to pick up a batch of reports off the table which he then offered up gingerly.

Norman hesitated for just a brief moment, never having felt fully comfortable with the robotic appendages. Otto always claimed to have designed them for operation in hazardous environments, but between the fact that he used them in his regular day-to-day work and their design, through which they could be solely and fluidly operated by him through some chip in his brain, Norman felt like the scientist simply revelled in his own creation just a bit too much. He grabbed the paper and the four metallic ‘fingers’ attached to the end of the metallic ‘arm’ let go with uncanny dexterity and timing. Glancing through the document he now held, Norman could see that it detailed a zero percent death rate for terminally afflicted rats that had been treated with the new mix of Oz and symbiote, and were all rather stronger and healthier than they had been even before being injected with the smorgasbord of viruses and bacteria housed at SHIELD HQ. Many of them had grown in size, too.

“I objected to the tests,” Banner piped up. “I still think we went too far with a lot of-”

“Oh please, Bruce,” Otto laughed. “These rats are healthier than ever – healthier than a lot of people we know. We don’t even know how this has positively affected their life expectancy! They may outlive you or me.”

“Still… we had no way of knowing. I think we’re moving just a bit too fast, Otto.”

Despite his efforts, Norman was having some trouble hiding his excitement. “Well, gentlemen, seems to me like this project is well and truly underway. How long until we’re ready for human trials?”

“Human trials?” Banner frowned. “Not for at least another month…”

“Maybe less,” Octavius said, ignoring the look that his fellow scientist shot at him. “The simulations indicate possible bondage with human DNA, though we’re still murky on the specifics. All that’s left is to figure out how the Gamma Radiation figures into the whole equation.”

“I’d love to be here myself for such a momentous moment. Be sure to let me know when-”

“Osborn!” A familiar voice made Norman turn back mid-sentence to see Fury rapidly making his way towards him, sticking out like a sore thumb amidst the scientists in his green army fatigues. “Mr. Osborn, a word.”

Norman nodded to the two scientists and made his way over to the general, who had stopped by an empty cubicle. “What is it?”

Fury seemed out of breath as he laid a stack of papers and photographs down on a nearby desk. “This.”

Leaning down to read the files, Norman frowned. “A mutant?”

“A mutant with a spider-themed mode of locomotion and a black bodysuit, yes.”

“Come now, Fury. So, what, you’re implying that the spider from the Triskelion somehow survived? Made it ashore and bit someone to make them a mutant?”

“Possibly.” Fury’s voice was fully serious as he replied. “More likely someone was bitten during the school trip to the Triskelion.”

“Fury…”

“One student, Peter Parker, was in a coma for weeks after the incident…”

“Okay, I’m going to stop you there for two reasons, General.” Norman held up a hand. “Firstly, my lawyers have been all over this Parker case since it started – you put me on it, remember? The kid was concussed, no sign of a bite of any kind…”

“Doesn’t necessarily mean-”

“Secondly,” Norman carried on, undeterred, “let’s say this Peter Parker was bitten by the spider and granted powers which he’s now using to, what was it? Stop car thieves? What then?”

“We bring him in.”

“Exactly, that’s what I thought. We bring him in and all that, having figured out the connection based purely on the fact that he was in the Triskelion and then fell into a coma. How easily would it be for someone to figure out that same connection if he suddenly disappeared from his school?”

“There are ways, Osborn,” Fury said, seemingly tired of the lecture. “I’m only informing you because you’re smack dab in the middle of all this. Hell, you should be more keen than I to make sure none of this gets out.”

“Fury, we don’t know _anything_ about the situation beyond what we learned tonight, whereas the consequences for acting rashly could be dire to our continued research. On the other hand, if we simply observe the situation there is little to no risk at all.”

Fury looked unconvinced. “The kid might get captured, get pressed for all he knows. By the police or otherwise.”

“Maybe. But for now, just for now, I’m willing to weigh that against the risk of SHIELD facing public embarrassment or worse if anyone connects the dots. At least,” he added, “until the kid’s no longer in the school spotlight for all the bad that’s befallen him of late.”

“Namely?”

“His uncle was shot and killed by a burglar shortly after his recovery, for one thing. It’s making my case against us a whole bunch more complicated, let me tell you.”

Fury seemed somewhat taken aback by the news, and after a moment he slowly nodded. “Alright... we’ll keep this between us for now. But something has to be done soon.”

“Don’t worry, General. I’ll be sure to keep a closer eye on this Peter Parker kid from now on.”

The return flight to his home went by in a blur as Norman ran his mind through the day’s events and just how they would fit into his overall plan. Thoughts on how to use this new Spider-Man to his own ends popped up one after the other but, after some time, he discarded most of them. _‘Need to focus on the present. The big plan.’_

He felt like he had beaten around the bush more than long enough. Security and monitoring crews had been paid off or replaced through his newly-appointed authority, schedules for senior officers had been closely monitored so as to avoid their presence and SHIELD HQ’s systems had already been compromised by his insider. Norman knew that the window wouldn’t last much longer – eventually SHIELD would catch on and descend upon him, but not before he had achieved his goal. He never would have thought that infiltrating an organization famed for being even more paranoid and schizophrenic than the CIA would be quite so easy, and he couldn’t help but wonder whether it might be a setup or not.

_‘Now who’s being schizophrenic? These clowns thought they were untouchable until that little charade on the Triskelion…’_

He had just received news the previous night that the last ‘collaborators’ from Hydra had been eliminated in Brazil. It had taken so many shell companies and bogus identities to set up the dozen lunatics for their operation, but merely a few phone calls had removed them from the equation entirely, SHIELD unlikely to ever trace them back to him. The search for them kept Fury distracted and focussed on outside threats, rather than those from within.

Just then, his cell phone began vibrating. Glancing at the screen, Norman smirked. _‘Speak of the devil.’_

“Talk to me,” he said curtly after picking up.

“Line’s secure, before you ask.” The nervous voice on the other end was somewhat hushed, as if whispered in a back room. “What was up with the surprise visit, Norman? You know how much it rattles me…”

“Now, now, Doctor. You know I need to get as good of an idea of the new facility as possible before setting the operation into motion.” Norman grinned.

He could practically smell the fear through the phone line.


	9. Chapter 9

Before his battered alarm clock could get more than two seconds of crackling wailing out of its crippled body Peter had smacked it into silence and jumped out of bed in an excited flurry of energy. Having full faith that word spread faster in New York City than any other place in the world, he booted up his computer to check the news with bated breath. _‘Come on, come one…’_

He spent the next hour reading about himself with a mixture of pride, embarrassment, disappointment, and hope, depending on the newspaper and the author.

The top item to come up in the searches had been the Daily Bugle, which had seemingly been the paper to which the man from the rooftop had originally sold his pictures. They only used the one of him puffing his chest under the headline MASKED VIGILANTE OPERATING IN QUEENS, subtitled by WHO IS THE SPIDER-MAN? Peter had not at all expected the spelling that had been applied to his name, or its widespread use; he certainly hadn’t envisioned the hyphen or capital M, as the name would read when not all in caps. Luckily, other publications had dropped the ‘the’ preceding his name, with such titles as SPIDER-MAN OF QUEENS or MUTANT GOING BY SPIDER-MAN STALKS CITY STREETS. Some publications had given him a name of their own, seemingly having distrusted the man from the rooftop, but with the pictures as evidence the majority had accepted Spider-Man as his name.

_‘Huh.’_ It sounded good, had been exactly what he’d wanted to go for. _‘Can’t complain about the spelling, as long as they’re just calling me that. Nice and catchy.’_ He felt like the hyphen put an emphasis on the distinction between his spider-related powers and his humanity, but he guessed it couldn’t be helped if everyone thought he was a mutant.

Overall, the press’s first opinion on him was a bit of a mixed bag. The Daily Bugle and a few other papers thought of him as something of a ‘menace’ to public order and peace, moving around the place however he willed. Others used the picture of him holding out a V-sign and reported that he seemed like a nice guy who only had good intentions in mind. The latter papers made greater mentions of him stopping the car theft, his comment about fighting crime, and the fact that he hid his face to protect his identity from criminals.

Peter reckoned that the early impressions were about as good as he could realistically expect them to be, seeing as his first appearance had not exactly been to save someone from a burning building in the heart of Manhattan. _‘I guess my public image can only improve from here on the more good I do.’_ His curiosity satisfied, he turned off the computer and prepared himself for school.

At the bus stop, Felicia held out a copy of Mysterio, which she had a subscription for, and pointed at the front cover image of him doing the V-sign. “Holy shit, have you seen this?”

“A bit, online.” Peter had never lied to his best friend before and hated having to do so now. He simply hoped to have to say as little as possible about Spider-Man. “Seems pretty crazy, huh?”

She was grinning from ear to ear and shaking her head. “An honest-to-God weirdo in spandex flying around our very own Queens. Welcome to the new world, Peter Parker.”

Peter had no way of knowing, at the time, that he had unwittingly burst open a dam that would pour forth change the likes of which the world had never seen before.

On the day after Peter’s first public appearance, a man dropped his coat in front of the Chrysler Building an unfurled giant, angelic wings which promptly carried him high up into the sky. The wave of religious hysteria and media coverage had barely had time to digest the news that evening before another man turned his skin into ice and basked in the afternoon sunlight at the heart of Central Park until approaching policemen drove him off. Peter had always heard of ‘mutations’ being caused by the meteorite’s impact ten years past, mostly from Mysterio, but now it seemed that there had indeed been some truth to the claims and these ‘mutants’, as the media generally referred to them, had come out of hiding in response to his swinging about Queens in broad daylight.

Unease swept through school and the world in general at this sudden brazen display of otherness which most suspected was merely the beginning. Peter himself felt awed by the sudden confirmation of what had, at best, been a crackpot theory before, yet found his shock and existential amazement to be duller than that of Felicia, Harry or the other students as he had already witnessed enough craziness for one lifetime since his visit to the Triskelion.

“The city’s going positively mad,” Aunt May had said sadly over the dinner table that night while listening to the news report on the ‘Mutant Wave’. “It’ll need to get a straitjacket soon enough if this keeps up.”

The general reception at school to the news was a contradiction of opinions. Flash Thompson thought Spider-Man was “awesome”, but that the other mutants were “freakish, repulsive at best”. Mary Jane seemed somewhat frightened by the news, claiming she didn’t want to look up at the sky and expect to see anything but planes and birds. Harry expressed his hopes to Peter, in confidence, that he would activate some sort of mutant gene any day now which would allow him to just blast off into space and away from the looming final exams.

After that first day, the number of mutants going public seemed to increase exponentially. A boy in Kentucky who could create living, breathing copies of himself. A professor of online courses in Colorado who revealed himself to be covered in blue fur and bearing animalistic features. All of these individuals, as it turned out, had been somewhere on the East Coast in June of 1995. Where a mere week ago there had been no officially-confirmed mutants across the planet, within the first week there were at least forty-one.

It took until the third day after Peter’s first public outing for the United States government to react. In a press conference the President discussed this “momentous turning point in human history”, when humans realize that some members of their own species “are more different than could ever be easily accepted”. Yet he nonetheless urged them to try. It was a rather vague statement overall which did not really outline any sort of policy or response towards mutants, especially in terms of rights and laws, until the very end when he invited a bald, elderly man on an electric wheelchair to speak up from beside him. The man, introducing himself as Professor Charles Xavier, claimed to have studied the possibility of mutations resulting from the meteorite’s impact and the mysterious radiation it shot out throughout the eastern seaboard. He revealed himself to be a mutant, having acquired the ability to read minds, and asserted that he could use his powers and state funding to create a sanctuary for mutants where they could learn to harness and control their fledging powers. The President had put a hand on the Professor’s shoulder and happily announced the establishment of the Xavier Institute, which would be up and running in only a few weeks and was open to any and all mutants.

The government reaction, overall, seemed surprisingly positive and helpful, much to the chagrin of some foreign nations who thought that the United States’ ‘mutant problem’ was an affront against humanity, amongst other things. Such views were similarly held by religious and political groups that seemed to be springing out of the woodwork. Peter liked to believe that, given time, mutants would eventually have stepped forth themselves, but he still couldn’t help but feel at least partially responsible for all the upheaval turning the country inside out.

For the briefest of moments Peter himself considered attending this Xavier Institute, if not out of principle then out of a momentary fear for his own safety, but ultimately opted against it. _‘I’m pretty much one-hundred percent sure I didn’t get my powers from the meteorite, but from the spider, which came from the military… right?’_ If the spider had somehow been infused with the meteorite’s radiation it could technically have made him an ‘artificial mutant’. Yet, seeing as he could hide his powers with perfect ease as opposed to some of the more overtly ‘changed’ mutants, he felt perfectly content to just keep on hiding his true identity from the public while helping out however he could.

_‘The world’s going crazy, but maybe I can help to make it calm the hell down just a little bit, day by day.’_

Days rolled by one by one as Peter tried his best to see what he had started through. Unless enjoying a full weekend day of crime-fighting, he would go to school, attend every class and try his best to keep his minimal social life afloat while also attempting not to stick out any more with his new physical prowess. He generally avoided all the debates and gossip surrounding the mutant phenomenon and stuck to his books when not around his friends. Afterwards, he would go and swing around Queens for around three hours before heading home to do his homework and have dinner.

The latter part had, of late, become the bigger one in his life, looming finals be damned. Although he felt he shouldn’t have, Peter had been surprised at encountering crime to fight on all seven days of his first full week of active patrolling. “Crime-fighting in New York is like setting the difficulty to Hardcore right off the bat…” he’d mused aloud one evening. There had been no formula, no set rule for how situations presented themselves and were then resolved.

On the first day it was a bunch of pushers whom he’d webbed to the wall, followed by another carjacker whom he had taken by surprise. The second day had presented him with his first real fight against a wannabe mugger. Although the man had wielded a knife the situation had presented itself similarly to his fight with Flash, as if running in slow motion to his benefit. He had disarmed the man and accidentally broken his arm, but had felt gratified by the victim’s whoops of thanks and congratulations.

The third day had mostly been an unsavoury encounter with two violent junkies who broke down into tears upon being webbed to the ground, followed by his first encounter with the police while in his suit. He’d tried talking to them, some dumb quip that had just rolled off his tongue, and with yells of “Freeze, freak!” and “On the ground!” he’d gotten his first taste of being shot at. He hadn’t exactly dodged the bullets so much as gotten the hell out of there as erratically as he could, but he had been so shaken by the experience that he’d spent the rest of the evening locked up in his room trying to pull himself together.

Running into another mugger the next day and violently smacking his pistol out of his hand before he’d fully drawn it out had been far more exhilaration than he could have asked for, but it had helped him build up some confidence against firearms. Later that night he’d swooped in on four roid-raging drunkards who were beating on a bouncer, and he got to practice the art of punching wildly and without any clear technique. As it turned out, the trick to being Spider-Man was rather to pull his punches and avoid breaking more than a few of his foes’ bones than actually being a skilled fighter. Even the few blows he’d received that night had merely stung lightly, with only one having been strong enough to leave a bruise on his thigh that had disappeared by the following morning.

On the fifth day he’d saved a cat from a tree and called it a day, and the sixth day had entailed swinging after a stolen car and trying to figure how he could possibly stop it without causing civilian casualties or too much collateral damage. A web across the street between two signs, followed by webbing up all four wheels until the car was well and truly stopped had done the trick, his reward being a hail of warnings and threats from the approaching police. He had eaten from his bag of Cheetohs on a rooftop that evening while reflecting that their attitude had been a great step up from indiscriminately opening fire on him.

Day seven had seen him talk a man out of jumping off the Queensboro Bridge and later helping an old man repair his shop’s sign, and had culminated in catching two shoplifters by surprise at a corner shop only to discover heavy pistols on their persons after webbing them up. The CCTV footage from the little incident had made it online and onto the news by that night. It had been only shortly before he’d headed home on that final day, utterly exhausted and craving nothing but the soft warmth of his bed that he’d heard someone from below yelling “Keep up the great work, Spidey!”.

Peter had never slept so well in his entire life, nor felt so reinvigorated the following morning. At least, until he’d remembered about the party at Mary Jane Watson’s house that evening, which had brought him crashing right down into bed.

Mary Jane lived relatively near to Peter’s own neighbourhood, albeit in a far more expensive and chic street. He wasn’t sure what her father did, but he found himself wishing that it had something to do with applied sciences, for his own sake. He tugged at the sleeves of his beige shirt, the closest thing to something ‘fancy’ that he’d found in his closet, and hoped that none of the bros whooping and beating on each other in the garden to try to impress the cackling girls would notice him. _‘If I were more into anthropology this would all probably present a pretty great study for the link between apes and humans…’_

Peter had not told Felicia about the party, knowing the disappointed and uninterested grimace she would have presented him with before telling him about whatever new flick she would be watching from the majesty of her beanbag. Harry, on the other hand, had been sought out for council on how to deal with a house containing what amounted to a horde of idiots plus his crush. Harry had laughed and unhelpfully told him to just keep his head down before hanging up to get back to his videogame. Peter doubted that he’d even believed his anecdote about being invited by Mary Jane. His last recourse had been Aunt May who, now greatly recovered from Uncle Ben’s death through weekly visits to a therapist, had simply told him to dress nicely and wear his warmest smile.

Peter hardly felt like smiling as he knocked on the front door of the house, realizing with discomfort that he’d felt more at ease when sitting next to the suicidal man on the Queensboro Bridge than he did now.

“Who the hell are you, man?” A drunk guy whom Peter vaguely recognized from the grade below was sitting against the wall by the door, vomit decorating his white undershirt. “Just go in, whatever.”

After a moment of disgusted scepticism, Peter simply turned the handle and walked into the party.

Peter didn’t consider himself to be particularly socially anxious, but he fucking hated parties.

He had only made it past the first dozen people playing drinking games, hooting noisily over the music, or making out against whatever surface was available when he got the intense urge to get the hell out. _‘Why the hell did I, Peter Parker, come here again?’_ The thought that someone might be getting shanked out on the streets while he hung around these idiots sickened him, but he stopped himself before he could become too self-righteous. _‘Jesus, man. It’s a party. Just people having fun, the finals are coming up. You’re here to talk to Mary Jane, say ten words and leave. Nothing else to it.’_ He was just beginning to calm down when Flash Thompson ran past him with Kong sitting on his shoulders, the two of them howling some slogan of Midtown High’s basketball team. The blonde hadn’t noticed him, which was probably why he’d felt so nonchalant about swinging Kong’s foot right into his shoulder and sending him tripping towards a table laden with booze.

Peter was stopped by a pair of strong hands before he could barrel into the cheap alcohol. Looking up, he found himself looking all-too close into Scott Summers’ hazel eyes.

“Whoah there,” Summers was saying while throwing a glance towards Flash and Kong. “If you infringe upon the holy idol behind me you’ll anger the locals. They worship this stuff, you know.”

“Scott Summers?” Peter almost felt embarrassed by saying his name out loud, since he had only learned it within the context of a conversation containing Michael J. Fox’s Teen Wolf.

“You know me? You from Midtown?” Summers smiled, then ducked as a paper cup full of beer was thrown in an arc above him. “Do you want to step outside, into the backyard? This place is a war zone.”

Peter looked around for a moment for Mary Jane but, as he’d suspected, saw no trace of the redhead. _‘Maybe this guy knows where she is. Or at least I can actually plan my next foray into the house from outside.’_ “Yeah, sounds good.”

“Follow me.”

Summers led him to a sliding door that led to the house’s backyard, which was far more sparsely populated by drunken teenagers. The music being played inside and the drunken howls were all muted as the door was shut behind them. Peter took a deep breath and realized he was covered in sweat.

“Saw you inching your way through the smorgasbord of puke and booze, I could tell you loved every moment of it.” Summers smiled, then took a sip from his coke. “I’ve been here ten minutes and I want to rip my ears off. What’s your name?”

“Uh, Peter. Peter Parker. You know Mary Jane? Um, Watson?” Peter leaned over and picked up a Sprite from a small picnic table by the door, then followed Summers as he began to walk towards the grass.

“No, but my girlfriend does, passingly. She got sick though, had to stay at home, so I came to say hi to Watson for her.” He nodded towards the house’s windows, which bore the outlines of people dancing wildly. “One hell of a party, huh? Thought you only saw shit like this in movies, but lo and behold…”

“Yeah, I’m feeling pretty dazed and confused myself…” Summers laughed, nodding in agreement and surprising Peter by his acknowledgment of the reference. “You’re pretty famous in Midtown, you know that?” Even though they were around the same age and height, he couldn’t help but feel like he was talking to someone bigger than him.

“I just like to play basketball and go out with my girlfriend.” He smiled again, then shut and rubbed his eyes for a moment. “That got turned into a big thing for some reason because we’re both good at club activities, but I honestly just like to chill on the park or watch Lost with her. It’s not like I’m a movie star or anything. It can get embarrassing.”

Peter chugged down his Sprite, taking in just how quickly he was warming up to the guy. “Man, do I hear you. About watching Lost, that is…”

“I just wanna see them get off the damn island, you know? That being said,” he glanced towards the wilderness indoors. “Flash Thompson’s face whenever I trounce him makes all these big matches worth the attention. No offense to your team…”

“None taken. Go you.” Peter grinned, took another swig of Sprite. “You know, I don’t think they ever _will_ get off the island...”

It was roughly half an hour into their conversation sitting on lawn chairs by the pool that Peter realized how damn lucky he had been. As much as he didn’t want to admit it, he _was_ socially awkward, and a wild party like Mary Jane’s had been a guaranteed hotspot for anyone who was the absolute opposite to him. He wasn’t going to encounter anyone like himself there because they’d be avoiding it like the pest, as Felicia was, or just not caring enough to go, like Harry. If anyone with a remote interest in sober conversation _was_ there, they probably had better things to do than talk to an awkward nerd like him instead of making out with a significant other or just plain hanging with friends.

But between his girlfriend being sick at home and hailing from a rival school, Scott Summers really didn’t have anything better to do than talk to him, and they both revelled in progressively more in-depth discussions about 24 and Battlestar Galactica. Scott Summers evidently liked his TV shows and movies, but Peter still stopped just shy of bringing up reruns of Deep Space Nine, relatively confident that the basketball star wasn’t _that_ far gone.

Another half hour later, a familiar voice called out to them from behind.

“There you are, Scott!” Peter turned at Mary Jane’s voice as she walked towards them with a slight wobble. “In the flower of your youth and you’re sitting on the lawn reminiscing about the good old days?”

“Hey, Mary Jane. Yeah, sorry, I was getting all sorts of woozy in there, my eyes were burning.” He gave her a brief hug. “Hope I didn’t catch what Kitty’s got. She sends her best, but yeah…”

“Of course. Hope she recovers soon.” Just then, Mary Jane noticed who was standing behind Summers. “Peter? You came?”

“Heeeeey…” Peter held his arms out in what he hoped looked like some party-going pose, but definitely did not feel confident enough to hug her like Summers had. “Yeah, couldn’t find you. Just been talking with Scott…”

“Oh! I was upstairs for a while, might’ve missed you.”

“Crazy, um, great party!”

“Yeah!” She glanced back over her shoulder pensively. “Almost too good. Do you have a drink?”

“Got it covered.” Peter raised the bottle of coke he’d recently acquired, only afterwards wondering how pathetic it might look to drink a soft drink at such an event. Summers had seemed comfortable enough doing so and he’d just followed his lead, not really feeling any real interest in drinking liquor in the first place.

“Cool, great!” Mary Jane glanced back over her shoulder as Liz Allen called out to her from the sliding door. “Well, gotta go. You guys have fun, socialize! We’ll all be graduating soon.”

“Yup, totes!” Summers raised his own coke as she turned away, then grimaced and sat back down.

Peter opened his mouth to say something, but simply watched silently as Mary Jane left the garden. He then went back to his seat, wondering if that was truly what he’d come to this event for.

“People always say you should just loosen up and go nuts rather than sit in a corner and mope. But you know, Peter,” Scott Summers flashed him a grin, “this is some of the finest damn moping I’ve ever done.”

Peter smiled, infected by his attitude. “Here’s to the good old days,” he said, raising his bottle and adding, on a whim, “So say we all!”

“So say we all!”

Peter realized with a grin that coming to this party had, it seemed, borne more than its fair reward.


	10. Chapter 10

A week after Mary Jane’s party, wherein he’d walked away not with his crush’s number but Scott Summers’, Peter was trying to settle into a regular rhythm of patrolling the streets after school. Doing so on a daily basis was beginning to prove taxing on both the body and the mind, and he had recently begun to wonder if he really was making any sort of difference with his patrols. Crime was incessant day after day, and he was beginning to think that the biggest effect he’d actually had was contributing to the nationwide mutant crisis still rocking the news and late night talk shows, the latter of which had recently seen Professor Xavier’s first big interview. _‘That guy’s talking about saving the world and I’m still patrolling one third of Queens…’_ Peter was beginning to wonder if some of those mutants might be inclined to lend him a hand in some way or another. _‘Maybe that guy with the angel wings can stop going to big galas and help me punch some sense into this damn city instead? Then again, if I had angel wings and was getting all the ladies I’d probably steer well clear of Queens, too…’_

Someone local other than Spider-Man _had_ made the news, but Peter was neither certain it was an acquaintance he wanted to make nor whether they were even a mutant. Some sort of big-time thief had apparently broken into several high-rise offices over the past few months and stolen cash and private belonging from the employees’ vaults, and the police had only just now determined the break-ins to all be the work of the same individual. Peter wondered whether or not he’d ever run into said individual, but at the rate at which mutants with bizarre new powers were showing up and being carted off to the Xavier Institute, he didn’t particularly look forward to what could be his first bout with a ‘super-powered’ individual like himself.

On the school front, Peter had remarkably little to report. Felicia kept slacking off, Harry kept copying his homework, and Flash Thompson and he tried to avoid eye contact whenever possible. Only in what could be seen as the most significant aspect, namely that of his time spent talking with Mary Jane, had there been any sort of improvement. She greeted him in the corridors regularly now and they even held the odd short conversation during the morning classes. Peter was happy just to get the attention, though he had no real idea how he should capitalize on it. _‘Or put in more succinct terms, I’d rather go beating on drug dealers in dirty alleys than ask out the girl of my dreams.’_ His continued outings over the past couple of weeks had built within him a certain bravery and confidence with which he kept facing risks he never would have dreamed of a month past, but none of said bravery and confidence was funnelled towards his social graces.

Keeping up a social life had also been particularly tough, though his few friends had made the situation somewhat easier on him. Felicia had twisted an ankle yet again and seemed to spend most of her time at home watching movies while waiting for finals to roll over, while Harry was equally busy on trips with his father or simply at home playing videogames. As for Scott Summers, Peter hardly felt like he could truly call him one of his friends yet, although they did send each other the occasional text message. All in all, he felt like circumstances were momentarily leaning in his favour, but he acknowledged that he definitely had to do better.

A couple of police cars zipping down a road a block down caught his attention and he decided to give chase in order to see if he could help them out in any way. He had in general made it a rule not to follow police cars, whose occupants were likely to insult or even shoot at him, but he figured that on slow days in which he didn’t seem capable of finding needy people on his own it was always worth the risk. _‘Just hope it’s not some crazy naked guy preaching the word of God. Again.’_

The two police cars were headed towards the docks, and were soon joined by a third. Peter, following from adjacent streets, began to feel sure that something serious was going on this time. _‘Maybe this time it’s two nudes preaching the Good Word?’_ Finally perching atop an apartment’s rooftop, he observed as the cars passed through an open gate and stopped in front of a large warehouse that already had a seemingly-abandoned patrol car parked outside. Peter saw several policemen get out of the cars and form a perimeter around the large open double doors leading into the building.

One of the cops had picked up a megaphone and stepped forward. “This is the New York City Police Department,” he announced into the open entryway. “Come out with your hands up. Everything…” The officer was interrupted by a loud man-made roar from within which seemed to catch him by surprise. “Just let the officers go and we can talk, okay? Just…”

“Fuck you!” A voiced boomed from within the warehouse, loud enough to not seem to require a megaphone. “Hrrrrrgh, stay away, meat, or they’re dead!”

The police officer seemed ready to say something else in reply, before he conversed with another cop and sent him running towards one of the squad cars. “Don’t do that. Don’t do anything rash. We know they’re hurt, we know there’s something wrong with you. Don’t…”

“Nobody comes in, uuugh…”

“We called the Xavier Institute, they’ll…”

“Stay the fuck out!” Peter was impressed by how loudly the voice was carrying across the entire neighbourhood. “Hhhh, stay out…”

As the cop lowered the megaphone and shook his head at a fellow officer, Peter decided that it was time to jump in. He’d have to take a risk and talk with one of the cops, however – jumping in without knowing any of the details would be tantamount to ignorant lunacy and could get people killed.

As he carefully made his way down from the rooftop towards a lower building near the policemen, Peter remembered just how difficult it was moving downwards towards a lower surface. The procedure simply involved shooting a web at his desired target and pulling himself towards it, but it was such a rapid manoeuvre that quickly brought the ground up to meet him that he always felt one slip-up could mean a pathetic end to his crime-fighting days. The cops seemed to notice his approach and were all facing him, guns drawn, when he landed atop a nearby guardhouse with a relieved sigh.

“Hey guys,” he called out, silently urging them not to open fire. “What’s going on here?”

“This is none of your business!” The cop who’d spoken through the megaphone, a seemingly older man with leathery skin, replied to him. “This is police business, keep your distance.”

“It’s a mutant, isn’t it? I heard you mention the Xavier Institute.”

“Step _away_ from the scene, vigilante…”

Just as the policeman began reaching for his holstered sidearm, a scream of pain emanated from within. It was deep and raucous, just like the voice he’d heard before, but after a moment Peter could tell that there were other voices mixed in with the original. Smaller ones.

“Is the mutant holding hostages?” Peter dared take a step towards the policeman, who was again raising the megaphone with a trembling hand.

The cop raised the megaphone once more. “You have five minutes before we-”

“Police…” the voice growled from within. “If you come in here, hnnnn… I’ll kill the pigs…”

“Jesus,” the policeman whispered. He turned towards another officer, who had been animatedly talking through a car radio. “Where the hell is that SWAT team?”

“They’re saying 8 more minutes, sir…”

“Jesus!”

_‘Whoever’s in there has cops as hostages. Just what the hell is really going on?’_

“Um, excuse me, mister, sir.” Peter caught the officer’s attention just as he was checking his sidearm. “There’s a mutant holding policemen hostage in there?”

“That’s none of your fucking concern!” he snapped at him. “You’re not an officer of the law, you shouldn’t be here. You’re in the way, and I should be arresting you rather than talking.”

“Okay, well,” Peter held up both his hands in a diffusing manner. “Be that as it may, you look like you’re going to charge in? Although he said-”

“I know what he said.”

“Well, I’m not a cop. Spoilers.” He chided himself inwardly for the dumb quip. “If I show up at a window to talk, or even just to look to let you guys know what’s up, he shouldn’t freak out. You know?” As the cop scrutinized him, he added, “Since I’m a mutant, too?”

The man clearly looked like he wanted to just flat-out make Peter leave, but couldn’t help thinking on the proposal. “It’s dangerous…”

“I’ll be alright.”

“It’s dangerous to _my men_,” he said with an edge. “But…” He looked over at the warehouse, where the sound of pained moaning could be made out clearly. “Alright.”

“Okay! Alright, then.” Peter felt oddly elated to be thrown into a dangerous situation against a mutant. _‘First step in making friends with the cops, maybe?’_ “So, what am I up against?”

The policeman sighed. “A mutant ID’d as a Frederick Dukes broke into this warehouse and started eating everything in sight. Canned goods, preserved meats…”

“Whuh?”

“Guy is apparently huge,” the cop went on, ignoring Peter’s dumbfounded reaction. “None of the workers could get him to stop or move, so they called 911. Couple of boys got here and tried to move Dukes out of the warehouse forcefully.” He seemed to hesitate for a moment before continuing. “Dukes has them pinned down now, apparently. One man reported that his legs were broken, so… we don’t know if it was meant literally. The workers said this guy was as big as three cows put together.”

“What the hell…”

“You wanna try to talk to him? Be my guest. Maybe he’s one of yours fans.” The policeman held his hand out towards the warehouse in mock invitation. “You’ve got five minutes.”

Peter suppressed the urge to have the last word and, once the policeman had indicated to the other officers that he was allowing him through, webbed his way directly onto the warehouse’s rooftop. From up there, he was almost immediately assailed by a wave of rank odour, like rotting meat. _‘What the hell? How long has this guy been here?’_ He looked around for a moment and soon found a rectangular window which was partially ajar. Crawling up to it and pushing his way through, Peter didn’t even have time to prepare himself for what awaited within before it was forcefully cast upon him.

The warehouse was dim and dusty, and it fully reeked of rotting flesh. It was laid out like one large room lined with rows upon rows of crates and boxes, and sitting just before and with his back to him was the apparent source of all the smell. Surrounded by torn up boxes and crushed cans was the single largest man Peter had ever laid eyes upon, bigger even than any freak show individual he might have seen on the internet. The man looked like he could easily weigh an entire ton, with arms as thick as tree trunks and pale, unhealthy skin. His clothes had seemingly been torn asunder and only remained as tattered bits hanging off his shoulders, fragments of an undershirt. He made a description like ‘morbidly obese’ seem quaint, and so misshapen and unnatural-looking was he that just gazing upon him made Peter feel utterly repulsed. Barely even resembling a large human being, the man almost looked more akin to a massive blob of flesh and bones. _‘My God. This was caused by a mutation? There’s no way someone could get this large normally…’_ The mutant had apparently not noticed Peter, instead focusing on eating something while grunting and humming bizarrely.

Peter wanted nothing more than to get out of the bizarre cave-like warehouse and never look back, but he knew that he would at least have to try to talk to the man. He looked around briefly for the missing cops, but could neither see nor hear them. He turned his gaze back onto the enormous man and recoiled in horror as he saw that he’d turned his head to silently regard him from over his shoulder with one eye.

“H-Hey…” Peter managed, taking a step back while plotting his escape route. “Everything okay, buddy?”

“Hnnnng, fucking cops…” the man mumbled, before turning slightly towards him to get a better look. “No… Spider-Man?”

Peter felt a shiver run up his spine as the man used his superhero name. “Need some help?”

“What,” he took a pained breath, “what are you doing here?”

“Wh, I’m uh, saw the cops and thought you might need help…”

“I do… I do!” He turned his head to look at him with both his blue eyes, obscured as they were under his filthy mess of hair. “I need so much help…”

“Yeah, the cops…”

“The fucking cops!” The man shuffled in place so that he could partially face him more directly. “Hhhhhn, getting in my way… when I need help…”

“What’s wrong? How can I help?”

“It hurts, Spider-Man, it hurtsssss…” He blinked for a long moment. “Been hurtin’ for a while, couple months, been making me eat…”

“Making you…”

“I grow and hurt, can’t control it. Was always big… but it got so bad. Eating made the pain go away. But I kept growing, growing, hurting, aaaah. Had to keep eating.”

“So this warehouse-”

“But it’s not working anymore, Spider-Man,” the man cut in, not seeming to actually be listening to Peter. “Saw you on TV, thought I could dare come here… eat lots… it’s not _working_!” He swung an open hand at a row of boxes, knocked them all to the floor loudly. “God in Heavennn…”

“Okay, um, Frederick?” Peter was relieved when the man’s name seemed to snap him out of his reverie. “Fred? It’s gonna be okay, I’m gonna help you. You’ll be okay.”

“Aaaah…” Elation seemed to fill his beady eyes.

“I can help you, we all can…” He dared take a step towards him. “Just tell me where the cops that came in here are, I can get you all the help you need.”

“The cops?” The large man blinked in surprise, reached back behind him where Peter couldn’t see. “They didn’t work either… still hurtsss…” He rotated his body once more towards Peter, holding something in his enormous hand. “You want some?”

Tendons hung like red strings from the severed leg, dangled to the floor…

“God…” Peter felt bile rushing up his throat as he stumbled backwards, almost tripping on his own feet. “Oh my God.”

“You’d try anything too, Spider-Man,” the man smiled, pinkish drool forming on his lips, “if you hurt this bad…”

“S-Stay…” Peter reached out with his right hand in search for the door while stepping away, unable to take his eyes off the scene before him. _‘I have to get out of here... I have to-’_

Barely a meter behind him, the entrance to the warehouse burst open with a flash of blinding light. Men were all around him suddenly, pushing him against a wall.

“NYPD!” On the floor, on the floor!” Peter was so bewildered that he didn’t know if the shouts were directed at him as he was forced to his knees by a SWAT officer. “You- Spider-Man?”

Peter looked up, saw the policeman he’d been talking to standing just outside the entrance. _‘He must’ve mentioned me…’_

“Get up, come on! Get out of here,” the officer yelled as he began to drag him towards the exit. The entire time, the other officers were yelling similar threats at Frederick Dukes, who seemed to be extremely agitated by all the sudden movement.

The policeman who had talked to him before took over from the SWAT officer, grabbing him by the arm. “Shoulda known better than to let a costumed freak try to help...”

“The men…” Peter barely managed to gasp the words.

“What?”

“The men…” he raised an arm weakly, pointed at the monstrous man and the limb in his hand. “He… he…”

The policeman turned to look, as did several of the officers standing directly by them. It only took them a moment to fully realize what they were looking at.

“Jesus…” the officer holding him said, his grip loosening. “Jesus Christ…”

The warehouse had gone deathly silent as all the police officers within it fully took in what they were looking at; the lead SWAT officers were no longer screaming instructions at the giant before them.

“You… motherfuckers…” Dukes grabbed onto a shelf, using it as a support to stand, and threw it entirely down to the ground with a smash that made the SWAT officers shy away in surprise. “Fucking… pigs…”

“O-On the ground!” the closest officer managed to stammer, raising his assault rifle. “You’re under-”

Dukes stood at his full, naked height, twisted and morphed in shape, hideous with greying texture riddled with dark veins. His enormous stomach was red with blood, smeared with gore and colourful canned goods that seemed to have rotted on the spot. His eyes were wide with pain and madness as they stared down from just below the ceiling itself.

As he stood, the pile of gore and bones and shit that had been obscured by his tremendous form was revealed, blood coating boxes of canned peaches, a head that had been torn in two like a rotten apple. The closest SWAT officer saw it too, seemed to stare so that he didn’t react in time when the massive hand shot out and enclosed his helmeted head with horrifying speed and reach.

Frederick Dukes grinned.

“Fucking bacon.”

Peter felt his body freeze at the sound, a dull crunch.

“Open fire!” The rattling explosions of machinegun fire filled the room, drowning out the lead officer’s voice. “Open fire, open fire!”

Peter yelped at the sheer intensity of the noise, feeling his ears ringing even as they continued to be assailed. The officer grabbing his arm let him drop to the ground under weakened legs and fired with his own pistol, one round, two, three, four… then stopped.

The gunfire died down as quickly as it had begun.

Peter looked up as he tried to steady his breathing, the wave of terror assailing him only increasing as his bewildered mind registered what it was looking at.

Dukes had not shed a single drop of blood, had barely even reacted as round after high-calibre round had impacted his sickly skin. Bullet casings riddled the floor all around Peter, but not a single drop of blood had left the goliath’s body. The SWAT officers looked at each other in bewilderment, hesitating as their target morosely licked blood off the palm of his hand.

An officer raised a hand, seeming to indicate for a halt or a retreat. “Everybody out-”

He had barely finished the sentence when Dukes displayed another feat of speed and strength in stark disconnect to his enormous frame. With seemingly little effort at all, he grabbed an entire crate with his left hand, digging into the wood with his fingers, and hurled towards the the entrance. With a splintering crash it crushed two police officers who had been holding position by the door, screaming out in pain and surprise as the large crate pinned the to the ground and blocked the exit.

Without a word the gunfire resumed, fruitless though it was.

_‘My God… my God!’_ Peter had scrambled backwards and pressed his back against the wall to avoid the flying container, his heart beating frantically as he watched the SWAT officers fan out in order to avoid the hulking man as he lumbered towards them. _‘This is insane, this is insane, this is insane!’_ Sweat coated his body as he looked up with a start towards the window he’d entered in through. _‘Gotta get out… gotta-’_

“Come on, get up!” The first policeman Peter had talked to seemed to have avoided the crate fully and was tugging at Peter’s arm under his shoulder. “We gotta move, man…”

Peter stared at him as if he’d been struck by a bucket of cold water. Shame and frustration seethed within him as he realized just what he’d been considering doing in the height of his fear, to simply abandon the policemen to their fate in that dark warehouse. He gritted his teeth, shook his head. _‘With great power… stupid motherfucker!’_

“I’ll help,” Peter managed, brushing the officer’s hand aside as he stood on his own.

“What?” The policeman looked at him in bewilderment, then over his shoulder at Dukes as he lumbered towards a cluster of three SWAT officers opening fire from the far wall. “We can’t hurt this guy, this mutant. Are you crazy?”

“I’m Spider-Man.” Peter took aim with both his hands at Dukes, who had his back to him as he fully ignored every single bullet consistently bouncing off his body. He fired the webs, holding their form tightly in his grip, and tried to steady his breathing as they impacted the behemoth’s shoulders. The monstrous man looked back at him in surprise as Peter pulled with all his strength.

“Sp-” Dukes had barely begun to call out to him in surprise when he tumbled backwards with a loud crash and enough force to make the shelves rattle. Dust filled the air as the police officers ceased their fire and used the opportunity to move even further away from him. Peter attached his webs to the ground and swung his way onto a nearby shelf, thinking hard on how best to keep the man pinned down.

“Spider-Man,” Dukes breathed, his eyes fully rounded on him. “I knew… hnnnn, _knew_ you were just a fucking pig!”

“Dukes…” Peter spoke even as he fired webs at the grotesque man’s hands, intending to pin down all his limbs one by one. “Just calm down, we’ll get you help…”

“Maybe _you_ can make the pain disappear…”

“Dukes!” Peter had barely finished webbing up the man’s right hand when he let out a guttural scream while pulling himself up. He couldn’t believe what he was seeing as the webs he’d attached to his back were lifted wholesale off the ground with bits of concrete stuck to them. _‘This… this is impossible…’_

“Spider-Man!” Dukes let out another horrible growl of effort as he twisted his enormous body and pulled his right hand free just as he had his back. Raising his arm, he used the web like a sort of flail as he swung the chunk of concrete attached to it towards Peter.

With a yelp, Peter dodged under the swing and made his way over to another set of shelves, glancing back over his shoulder as he did to make sure Dukes didn’t change the trajectory of his attack to hit him in mid-air. He realized that the police officers were holding their fire so as not to hit him in the crossfire. _‘It’s all on me... but he’s unstoppable…’_

“Aaaaaargh!” Dukes swung the web attached to his hand downwards, bringing the concrete crashing down on the spot where Peter had landed just a moment before and just narrowly missing his arm. “So much fucking painnn!”

Peter barely managed to recover from his last-minute dodge before he was swinging from the ceiling again to avoid a horizontal swipe from the giant man. _‘What the fuck, what the fuck. I just made him stronger?’_

Dukes let his arm drop as he tried to realign himself with Peter, breathing heavily and trying to blink the sweat out of his eyes. “Fucking _traitor_…”

“Dukes, stop!”

“Fu-fucking…” He turned around suddenly to swing the brick at a couple of SWAT officers who had opened fire at him from behind. “Fucking pigs!”

“Dukes!”

The man’s gaze snapped towards him with unnerving speed, but the rage in his eyes seemed to be overshadowed by terror and worry.

“It… hnnnn! Growing!” He raised his hand to swing at Peter again, but dropped it and grabbed onto his enormous stomach instead. “It hurtttssss…”

_‘What the hell?’_

Dukes dropped down onto his knees and moaned, a pathetic sound more akin to an animal than a man. Saliva was flowing freely out of his mouth as his gaze fell to the floor and he breathed in short, rapid breaths.

The SWAT officers seemed to have read the situation and were approaching with their guns on the ready, ordering their target to lie down on the ground. Peter hesitated for a moment, then swung over to stand just behind an officer aiming his rifle directly at Duke’s head.

“We can get you help… a hospital.” He held out both his hands towards him disarmingly, palms outwards, and noticed that they were trembling. “Just-”

“Jeeeeeeeeesussss!” When Dukes raised his gaze again, his bloodshot eyes were so wide open that they seemed like they might pop out of his head. “Ah, ah…”

When it happened, it was with such suddenness and intensity that Peter did not even have time to raise his hands or yell out. He registered the warmth enveloping his body before he did the liquid coating it, and only after that were the solid lumps impacting him fully acknowledged.

_‘What… what…’_

The _stench_.

Peter blinked, looked at the hands that he’d been holding out to Dukes. Blood stained his black suit, covered every last inch of it in a dark redness that dribbled and steamed.

“Ah…” Peter’s mind was buzzing as his eyes darted around, taking it all in. The blood-drenched SWAT officers all around him, some on their knees. The floor, red as far as he could see. The crimson droplets falling from the gore-encrusted ceiling, like a steady _rainfall_ pattering down upon him, drip, drip, drip…

Peter’s legs gave way and he fell on all fours, his eyes glued to the mound of steaming viscera and liquids that covered the ground around his hands, between his fingers…

_‘No way… no fucking way...’_

Peter vomited, the suit somehow registering what was about to happen and simply vanishing from the bottom half of his face before he could throw up into his mask. The contents of his lunch fell amongst the intestines and bits of muscle resting below him.

“Aaaah,” he managed in a whisper when nothing else would come forth. “Aaaah, God. God. Aunt May…”

When he looked up again, he was finally able to see the whole for what it was. Frederick Dukes, popped like an overripe grape, his body a rancid mess of guts and bones. Every single surface in the immediate area was stained red, including the police officers who were trying to gather their wits and console each other all around him. Peter tried to catch his breath but felt like the very air within the warehouse was wholly putrid and warm with blood. Tears stung his eyes and he had trouble keeping his balance.

“H-hey. You okay?” Placing a hand on his shoulder, the policeman from before stumbled over to Peter. His face was entirely drenched in gore, just like the rest of his body.

“He… he…”

“Yeah.” The cop had a vacant expression on his face. “He did.”

“Wh-wh-why?” Peter looked up, tears now streaming down his cheeks. “Did I do this?”

“No, I don’t think so.” He patted his shoulder where he was still gripping it. “The exertion, maybe. This mutant looked like he was at the end of his rope. Like a heart attack.”

Peter realized that the bottom half of his mask was still exposed and made a motion as if to cover it up while instructing the suit to do so. “I… I can’t…”

“Listen, hey. Spider-Man.” The policeman spoke up to get his attention. “You were a big help to us. Really.” He looked around at several of the SWAT officers who had gathered around them and were nodding in agreement. “Thank you.”

“Yeah, thanks for the assist,” an officer managed, his voice somewhat shaking. “I’ll make sure to tell the whole precinct about what happened here. About your help.”

Peter felt a warm appreciation and thankfulness within him as he returned the nod, but it was utterly dulled by the cold disgust miring his whole being.

“You feeling okay?” the policeman asked again.

“No, not really.”

“I don’t think any of us are.” He silently looked over to a SWAT officer who was throwing up against a far wall. “I’m not even sure how we’ll report this...”

“Madness…” Peter whispered.

“Yeah. Madness.” He leaned in closer. “You might want to… talk to somebody about this. I know I’ll have to.”

Peter’s face shot up and he was glad that the mask hid his look of lonely desperation. _‘And just who the fuck am I gonna talk about this with, you asshole?!’_ “Yeah. I will.”

“I haven’t seen anything like this, not ever,” a different policeman was saying behind him. “Not in fifteen years in the force…”

“I’ll, uh,” Peter swallowed down his continued urge to vomit and slowly stood up on shaky legs. “I’ll clear the entrance for you.”

“Yeah… thanks.” The police officer let go of his shoulder and stepped away, a small piece of flesh falling from his stained uniform onto the crimson floor as he moved.

Peter swung over to the entrance after taking a few steps and realizing that he could make out the texture of intestines and bits of bone under his feet, not to mention the squelching sounds he made with every step. The blood had reached even the entrance, with the crate that Peter hefted out of the way now painted a crimson red on several surfaces. Several policemen milled about him as he worked, eager to leave the ghastly place. _‘Hell. This has got to be what hell would be like.’_

After the way was cleared, the interior of the warehouse lost part of its gloom as it was filled with light, but Peter decided not to look back and simply walked outside. He noticed that there were no new police cars of SWAT vehicles in sight, with only the officers that had been blocked outside running over to the blood-soaked individuals stepping out into the day one by one. It was then that he realized the events within the warehouse had transpired over the course of less than ten minutes. As SWAT officers began to fan out of the building behind him, some of them patted him on the back or shoulder; others just stumbled out silently and collapsed on the floor, leaving bloody marks all over the concrete.

“Alright, then,” the officer from before said with a nod as he left the warehouse, “guess we’ll be seeing you around, Spider-Man.”

Peter nodded numbly. “Yeah.” Then, without any further words, he shot a web at a nearby crane and headed down the docks.

He could feel blood dripping off his body as he swung through the air.

With a silent, single-minded desire, Peter jumped off the crane almost as soon as he touched down on it, heading towards an abandoned part of the docks seemingly bereft of workers. _‘Police must’ve cleared the place out.’_ It was for the best. As he swung down towards the water, he glanced back towards the warehouse and caught sight of a collapsed section of the wall, most likely Frederick Dukes’ entryway into the building.

Swinging with momentum off a small street lamp, he let himself quietly fly over the murky and still water of the Hudson Bay and released the web, falling in with a splash.

He’d read countless articles about pollutants and hazardous chemicals in the river, with Mysterio going as far as to claim that the water was utterly contaminated by radiation from the meteorite, but none of that mattered in his tired mind as he immersed himself in the cool liquid. Almost as soon as he was fully submerged, he doubled over and began scraping at his suit violently, trying to clean all the gore away. He initially had his eyes shut tightly, but after his head broke the surface he opened them and gasped at just how red the water all around him had become. He kept scrubbing.

Some twenty minutes later, he barely felt any cleaner but had begun to give up in the realization that something terrible might have already happened. If his mask had been just as blood-drenched as the rest of his suit, then what had happened to the gore upon its surface after it had retracted into his body to allow him to vomit freely? Had the suit _absorbed_ Frederick Dukes’ blood? _‘Did… did my body absorb it?’_

Would he never be clean again?

Peter kept scrubbing, more violently than before.

After another fifteen minutes he simply let himself float upon the water while staring up at the darkening amber skies above and the seagulls flying about below it. He could vaguely hear their cawing, the wails of police sirens, and the general traffic of the city beyond but it was all muted and distant. Peter felt utterly lost and directionless as he simply floated further and further away from the massive crimson patch of water he’d left behind. He felt like he was in some sort of void; cold yet warm, wet yet dry. Perfectly isolated.

He had, until now, always been able to rationalize what he’d witnessed. A genetically-engineered spider passing on a bio-suit of some kind, unknown after-effects from the meteorite triggering haphazard mutations in nearby people. Swinging around the city, shooting webs from his suit, taking down thugs and criminals – all just actions, regardless of how utterly fantastic or previously unimaginable they may be. There had always been an angle at which to rationalize things.

Nothing about what he’d seen or felt in that warehouse could be rationalized. A mutation playing havoc on its host, sure. A violent degeneration of his body, accelerated rapidly by stress and quick movement, why not.

But the things he’d _seen and felt_ were simply not falling neatly into any sort of category but the one he’d mentioned to the police officer.

Madness.

The world was hideous, and he was going to die alone in it.

Peter closed his eyes.

His mind had barely registered his movements until around the time he’d finally recovered his backpack containing all his clothes. He hadn’t hesitated to make the entire suit disappear within him, having long since suppressed the urge to ponder the implications that such an action would carry. Looking down, he’d felt some relief at the sight of his skin being utterly clean of any blood or viscera; the suit was apparently perfectly sealed around his skin when he wore it. Bitterness filled him to the core. _‘A gift from the gods themselves, isn’t it?’_

Shrugging off his nausea, he made his way quickly down the building’s main stairwell towards the street so that he could hail a cab. He didn’t care what it would cost, he simply had to get to his destination as quickly as possible. _‘Before I lose my fucking mind.’_

Within less than a half hour he was there, the destination that he’d so desperately wanted to get to after having visited it a mere week past.

_‘Mary Jane.’_

He smelled his wrist again as the cab took off, marvelled at the fact that he didn’t reek of blood or river water or sweat. Just Peter Parker, walking towards his crush’s front door. _‘Like I was never bitten, like I never put on this suit, like I never stepped into that warehouse.’_ He felt oddly devoid of nervousness and he rang the doorbell. There was a knot in his stomach, but it felt more like urgency than anything else. He heard heavy footsteps within and brushed his hair back, only for it to fall forwards again.

A large, heavy-set man with red hair opened the door and raised an eyebrow quizzically. “Can I help you?”

“My name’s Peter Parker, sir.” He stood up straight. “I’m Mary Jane’s classmate from Midtown High.”

“Uhuh,” the man nodded. “I’m MJ’s father. Does she know you’re here?”

“No…”

“Dad!” Mary Jane’s voice rang out from within the house and Peter saw her poking her head around a corner. His heart fluttered. “It’s fine, I know him.”

“Don’t usually get classmates coming by unannounced,” the man said, although he relented and dropped the arm he’d protectively been holding across the doorframe. “Call next time.”

“Yes, sir.”

“Hey, Peter!” Mary Jane shuffled past her father and met him at the door. She was wearing a colourful sweatshirt, just random colour patterns that made it look home-made. “What’s wrong? You look kinda ill…”

“I, uh…” Peter couldn’t look away from her green eyes. _‘Please.’_ “I really need to talk to you. It’s important.”

Mary Jane seemed to catch the oddness in his tone and nodded slowly. “Okay… wanna talk in the backyard?”

“Sure… sure.” Peter smiled gratefully. “I’m sorry for not calling…”

“It’s alright.” She checked to see if her father had left the corridor already. “My dad’s just kinda overprotective. Come on.”

Mary Jane’s house looked completely different when not assailed by a high school party. It was pristine and well-kept, and Peter noticed all the flower patches in the backyard for the first time. He wondered what Scott Summers would have done in a similar situation to his.

“So,” Mary Jane said, pulling up a lawn chair which most likely was the same one he’d sat in on the previous night. “What’s up? If you’re here to offer to do my homework again, I’ve been doing way better of late. Though I wouldn’t mind…”

“I, uh.” Peter sat on a chair next to her and gulped, trying to recall all the strength and conviction that he’d built up over the events of the day. “I almost died today.”

Mary Jane’s eyes widened sharply. “What?”

“Just… just under an hour ago…”

“What happened?” She leaned forward in her seat, seemingly doubtful for a split second before she looked right into his eyes. “Oh my God, are you okay?”

“Yeah… I’m not hurt or anything.”

“What happened?”

“By the docks… I was visiting an old friend and there was a mutant going crazy…”

“I-I heard of that!” She straightened her back, her eyes narrowing in curiosity. “It was just on the news… a huge mutant. He attacked you?”

Peter shook his head, trying desperately to figure out the best possible path between truth and fiction. “Not directly, but there was debris… almost hit me several times, missed me by inches. Concrete…”

“Jesus…” Mary Jane whispered.

“And then he…” Peter tried not to choke up. “He just _burst_. Blood… everywhere.”

“I… I heard.”

Peter looked down at his knees for a moment, listened to the faint sounds of the city around him, then raised his eyes again. “I saw that and I felt… I mean…” He screwed his eyes shut for a second as he tried to formulate his thoughts into words. “All this… _death_. I never saw it coming... I felt it near me. Almost get me. And then… then I _saw_ it. Saw the mutant die…”

“Peter...”

“And after…” Peter was consciously trying to manage his breathing. “After all that, I felt like it was all closing in on me at once. All my regrets, everything left unsaid… I saw _death_ today, Mary Jane, and it scared me so much.”

“Peter, maybe you should-”

“Please, let me finish. I just...” He took a deep breath. “I wasn’t scared of death getting to me so much as I was of not even living before it did. So all I could think of after all that… was to come here.” He looked into her eyes, felt more confidence to speak than he ever had before in his life. “I… I really like you, Mary Jane. I have for years, but kept it to myself.”

Mary Jane leaned back just a little bit. “Whoa, Peter…”

“I’m not trying to force you or guilt you into anything. But after what happened today…” He felt butterflies in his stomach with every word he spoke to her. “I felt like I had to say it. To try.”

“Try what?”

“Talk with you. Get to know you.” He hesitated for a moment. “Maybe… to…” He averted his gaze, then forced it back. “To go out…”

Mary Jane was staring at him with one eyebrow raised. Peter couldn’t tell if her expression was supposed to mean disapproval, whimsy or nothing at all, but he felt his heartbeat outracing the confidence he’d previously built in his shocked haze. _‘What the hell am I doing? How pathetic is this?’_ “Look…”

“You know, this would be one hell of a story to come up with as a lead-in,” she finally said with a smile, “and you’d be one hell of a liar to pull it off.”

Peter opened his mouth to speak but she raised a finger.

“But you don’t get to be leader of the Debate Club without being able to detect a lie or two. So between that,” she lowered her finger and smiled warmly, “what went on at the Triskelion and, I dunno, just how damn cute you can be… I dunno.” She shrugged with a grin. “Maybe I just hit the jackpot.”

Peter’s heart was in his throat as he stared at her. “You mean…”

“You were always a nice guy, Peter. Never had an issue with you being a big nerd, but you’ve changed yourself up a lot of late.” She looked him over, then gazed into his eyes. “The contact lenses were a big one. You know what my one real problem with you has always been?”

“No, uh…”

She leaned forward and placed a warm hand on his knee. “Just freakin’ call me MJ already.”

Peter could barely fathom the feeling broiling within him as he walked down the suburban street leading up to the Watson home. An hour ago he’d felt like he had hit rock-bottom, no idea where to take the next step before tripping and tumbling into something horrible… and Mary Jane Watson had given him a light to cling to. Hope, courage, self-confidence, all welled within him alongside a feeling he’d always seen as muted and dormant – love. A sun burned within his gut and sent fiery tendrils down every limb as he grinned to himself. The light had turned from amber to a dark orange but Queens had never looked more beautiful to him.

_‘MJ… is this a dream?’_ He patted the cellphone in his pocket as if to confirm that that wasn’t the case, remembering how they’d exchanged numbers. _‘When should I write to her? Or call her? Would it be too soon to do so tonight? Too clingy or weird?’_

Death wasn’t on his mind, nor was the fear of regrets or things left unsaid. Looking around, he made sure that there was no one about and, almost on a whim, summoned up his mask before swinging up past a tree and letting go to soar through the sky, the wind batting at his body as he grinned.

He would see this through. His powers, his responsibility. He would take them and he would go into the night willingly, knowing that death would always be there, in some form or another.

And knowing that something more awaited him on the other side.


	11. Chapter 11

Like a deer in flight, Bruce Banner felt convinced that he could feel the world closing in on him like a ravenous predator, jaws snapping.

Between the debts, the divorce, the hushed scandals and scrutinizing co-workers he was genuinely impressed that there could be anything worse out there. And yet, grimacing as he typed away at the keyboard in his lonely lab office, he knew that the worst was just around the corner.

The wolf, he had realized, was neither the drinking, the pills, nor the isolation. It had a name, had always had a name, and after months of prowling it was going to come to him today. It had let him know ahead of time, because it had had its jaws around him for weeks now.

Norman Osborn was coming to SHIELD HQ, expecting to arrive around seven in the morning, and he was hungry. Bruce had felt wary of the man ever since they’d first met, but it had only been some time later that he’d realized that he had allowed himself to become his prey with relative ease. _‘Why am I only feeling so sick about it today?’_ His hands were shaking.

It had been so subtle, so gradual, yet it now seemed as obvious as sin. Those little favours, repaying his debts, helping him beat Betty in court, hushing up his spiralling depression… it had all seemed so necessary at the time. One favour after another, courtesy of the smiling redhead in the business suit.

The Devil. And he had become his plaything.

He wiped sweat off his brow as he glanced at the hour. Six fifty-three. The other scientists from his section were all at a co-worker’s birthday breakfast, generously sponsored by Oscorp. The cameras, which he occasionally glanced at nervously, were all supervised by men who had been in the mogul’s pocket for months. Bruce’s workspace, the only place he’d consistently felt safe and stable at, had been warped into the belly of the beast under everybody’s nose.

Like a cancer, Osborn had infiltrated and infected much of SHIELD with admirable subtlety and success. Being given a leading role in the Symbiote Project was only the culmination of months and months of greasing palms and scratching backs. Not to mention murdering the poor, gullible young members of Hydra in the humid rainforests of South America. Norman had bought, killed, and schemed his way to this day and Bruce, having been at the heart of it all like a nervous horse bearing on its back a mass killer, could feel the weight of it all pushing him into the ground. Shame and fear of discovery had become everyday emotions, but today they were accompanied by heart-rending terror and uncertainty, as a day he’d always dismissed as a future event suddenly became the present.

Bruce looked forward to putting it all behind him. The lies, the scheming, the manipulation. He wanted to be his own man again. And yet, as he’d observed his blackmailer ply his horrid trade in the preceding months he couldn’t help but wonder how he could possibly come out on the other end of this disaster well and whole. What if Norman chose to simply tie off any remaining loose ends like he had with the boys from Hydra?

The heat from his body had begun to steam up his glasses as he glanced over at the briefcase containing the fruit of Osborn’s efforts. He felt his heart racing and could not for the life of him fathom why it was all just coming crashing down on him today. _‘I should… should have told Fury…’_ His regrets were limited to the past, the present preoccupied by the pivotal events about to unfold. It was too late for regrets.

Norman Osborn was coming to collect his due.

At seven oh-four the door to Symbiote Research A slid open with a hiss. Bruce gasped, his shaking hands frozen over the keyboard as he looked over to the entrance.

Otto Octavius entered the lab with a spring in his step, a large chocolate donut in each hand while his mechanical arms bore stacks of documents in their vice-like grip.

“Bruce, you exemplary workaholic! I knew I’d find you here while everyone was enjoying a hearty breakfast…”

“Otto?” Bruce was so surprised by the unexpected arrival that he stammered. The party had been meant to keep all the staff away from the lab for at least another half hour. “Wh-What are you doing here?”

“What does it look like?” He walked down the small stairwell and into the semi-circle of computers overlooking the symbiote data. “Bringing you a donut.”

Bruce stared at the proffered pastry for a full second before accepting it. “T-Thanks…”

“No need, pal.” Otto placed the stacks of documents atop their shared desk with astonishing ease, the four metallic arms seemingly moving as if extensions of his own limbs. “I can only stand birthday breakfasts for so long, you know me. Too much saccharine temptation, too few people with anything interesting to say in favour of not being ‘boring’. Hah,” he sat down on his swivelling chair. “As if our work isn’t just about the most interesting subject in the damn world!”

Bruce nodded awkwardly, still holding the donut. His eyes kept darting between his watch and the entrance. It was only as he caught Otto’s gaze that he realized his titanic mistake.

“I know that case…” the senior scientist said slowly. “Sample transportation? What’s it doing out here?”

His heart in his throat, Bruce could merely pray that his friend wouldn’t get a good look at the sweat running down his bedraggled face as he tried to come up with a passable lie. “Just some routine maintenance, you know…”

“On the case?” Otto put the donut down on the table as he raised an eyebrow. “The case doesn’t leave the cold room without a sample, you know that, Bruce.”

“Yeah, I know, but…” _‘Where the fuck is Osborn?’_

“Is there a sample in it right now?” Otto, perceptive as he’d always been, didn’t even have to wait for a reply as he read his co-worker’s face. “There is?”

Bruce could feel months and months of lies unravelling before him. He stuttered, unable to come up with any sort of good excuse. _‘Never was good at this, never, never!’_

“Otto…”

“What’s going on, Bruce?” The jovial friendliness that Octavius had entered the room with was steadily being replaced by a more even interrogative one. Doubts, confusion… distrust. “No samples were scheduled to leave the freezer today. I would know, I wrote the schedule.”

Bruce felt a coldness squeezing his gut as tightly as he was gripping the donut in his hand, which he absent-mindedly discarded upon the table. A sudden exhaustion suddenly befell him amidst the first positive emotion he had felt in weeks – hope. _‘This could be it. I tell him everything, he has senior access to the labs. We lock the place down, contact Fury…’_ A smorgasbord of emotions assailed him. Fear of Osborn, shame towards said fear, regrets that he hadn’t acted before, regrets that he was now acting at all…

“Bruce, talk to me.” Otto leaned forward in his chair. “My God, man, you’re a mess. What’s going on here?”

Bruce glanced at the four metallic arms hovering around Octavius, almost like spectral wings. He gulped, squeezed his eyes shut for a moment.

“My God, Otto…” Every word filled him with both terror and absolution. “I’ve… I’ve done something terrible.”

“What? What did you do?” He glanced down at the samples. “Does it have something to do with the case?”

“The case…” Bruce didn’t even know if he should feel regret or joy towards his on-going betrayal of his blackmailer. His mouth moved on its own, as if by some survival instinct that outran his brain. “The case is for Osborn…”

“Osborn?” The side of Otto’s mouth twitched in surprised disbelief. “Norman?”

“Norman Osborn…” Bruce felt like he was taking his first breath after weeks of having been submerged underwater. “Norman Osborn… got me out of debts. Helped me out with the divorce…”

“With Betty? Osborn was involved in your divorce?”

“Got me a good lawyer. Found dirt on her…” He took a deep breath. “The depression, the drinking... covered it all up…”

“Bruce…”

“He has me, Otto.” His voice was barely more than a whisper. “He has me.”

“Bruce, you’re talking crazy.” Octavius shook his head, leaning back. “Norman Osborn… blackmailed you? To, what? Get him a sample of the new serum?”

Otto was quick on the uptake, had always been. Bruce nodded slowly, wondering how long it would have taken him to communicate all that in his current, terrified state of bewilderment. That he was actually laying it all on the table, just like that… after all the threats, all the lies… it felt like he was in a dream-state, looking upon his body from without it.

Octavius was silent for a moment as he looked at him. Then, with a glance towards the door, he leaned forward once more. “You’re serious, aren’t you? I’ve known you for… you’re serious.”

“Otto…”

“My God. Norman…” Octavius breathed, running a hand through his brown hair. “It’s just like Fury said…”

“Huh?”

“Fury. Took me aside two days ago, said something wasn’t adding up, that Norman was getting to be at the centre of events more and more.” He shook his head, blinking. “Told him there was no way… told him I’d known Norman for a while now…”

The sudden invocation of Fury, of some sort of organised thought in opposition of Osborn, rallied a strength deep within Bruce that he hadn’t thought could even exist anymore. He swallowed, a gleam in his eyes as he leaned forward. “We have to tell Fury.”

“Bruce, if what you’re saying is true…”

“We have to tell Fury,” he repeated, suddenly focussed entirely on the lifeline that had manifested before him. Months of fear of exposure, disgrace, incarceration or even death suddenly seemed to matter so little in the face of that which he never thought he’d had, yet could have sought out at any time: an alternative.

It hadn’t been until he’d sunk into the quagmire of lies and deceit up to his eyes that he had realized there had always been a way out of it.

“Please, Otto,” he pleaded, “I see it now. I was so scared, so worried, so dumb! But we have to talk to Fury, please, we need to…”

“Bruce, calm down.” Octavius placed his hands on his friend’s shoulders soothingly. “Look, just… just tell me everything, alright? Get it out of your…”

“There’s no _time_, Otto!”

“Truly,” a voice rang from the entrance to the lab. “Holding out all the way to the finish line and giving up the ghost just before reaching it… you must be a real hit with the ladies, huh, Bruce?”

Terror, the sort of which he had thought impossible to feel unless fleeing through the wilderness, fleeing from the snapping jaws and frenzied eyes…

…only to run right into its waiting maw.

“Osborn,” Bruce whispered as Otto looked over his shoulder.

“In the flesh,” the industrialist said with a jovial smile as he stepped down the short stairwell by the entrance, flanked by two large men in indistinct suits. “Apologies for my tardiness, Mr. Banner. You wouldn’t _believe_ the traffic this morning…”

Bruce, blanching, grabbed hold of the serum case and held it close to his chest as he watched the three men approaching. Otto threw him a quick glance, then stood up.

“Norman,” the senior scientist said, “is it true? Corporate espionage?”

“Oh, Otto. How long have we known each other?” Norman halted his approach at the foot of the stairwell. “You really shouldn’t believe everything you hear.”

“Don’t feed me lies. What Bruce told me checks out with Fury’s suspicions. And I… I was too much a fool to listen.”

“Fury, huh? So, the word of a paranoid schizophrenic and a nervous wreck against-”

“Enough, Norman!” Otto’s mechanical arms rose menacingly at his sudden outburst. Norman didn’t so much as flinch. “I brought you to Fury! Vouched for you! Norman, if-”

“Look, Otto,” Norman sighed, rubbing his temple. “I had to get up at five for this little gig, and I’m really not in the mood to hand out a full confession to you. Really, you should’ve been at that little party, stuffing your face with muffins…”

“Sorry to disappoint,” Otto sneered. “I’m guessing that besides parties you also organise terrorist attacks on government facilities?”

“It’s almost a hobby of mine. It would’ve been a pain in the ass to get to the serum out there, even when greasing all those palms. Here, though?” He held his arms up. “I own this place, Otto.”

“The security team being sent out, the school field trip…” Otto was silent for a moment. “Your own son? An EMP device?”

“You’re as sharp as ever, buddy.”

“When SHIELD-”

“Okay, then,” Norman interrupted, holding up a hand. “I was, I dunno, kind of getting off on seeing your shocked reactions to all these revelations. But I honestly don’t have the time or inclination anymore.”

“Norman, I won’t-”

“No,” Norman said, with a wink at a nearby security camera. “You won’t. Do it.”

Otto couldn’t get so much as a gasp out before one of the men flanking Norman had drawn a silenced sidearm and shot him through the throat. Bruce could only stare in horror as the man let out a gurgle, his mechanical arms flailing as he fell to his knees. The second round hit him square in the forehead, sending a burst of blood and brains spattering onto Bruce and the serum case. The arms twitched, shuddered and collapsed to the blood-stained floor with a dull thud. He almost forgot to breath, mesmerized by sheer terror as he held the container even tighter to his chest.

“O-O-Otto-”

“Ah, Bruce.” Norman sighed again and smiled wryly, his countenance not upset in the slightest. “You just had to hold out for, what, five more minutes? Good God. Now look at you, you’re a mess.”

“I-I-I-”

“Who would’ve thought, huh?” He shrugged at the man to his right. “Not sure where you got the gun, but shooting your own co-worker and stealing a sample of his research? Cold-hearted.”

“W-What?”

“You know,” he held up his hands vaguely and smirked. “Something about loose ends.”

Bruce could feel urine trickling down his pants as he opened his mouth to beg, but found himself unable to do anything but gasp.

Norman glanced at the man to his left. “Take the case, then do your thing. In that order, it’s already looking messy enough.” He turned around and got out his cell-phone while giving a thumbs-up to the security camera. “Clean-up will be here soon. Chop, chop.”

“Please,” Bruce held up a hand as one of the men approached the table. He tried to stand up, encountered a sudden numbness in his legs and collapsed onto the floor behind his swivel chair. “Please…” _‘God, please God, please God…’_

The man, his face completely emotionless, cocked his weapon and raised a leg to step over the pool of blood that had formed around Otto Octavius’s corpse…

It happened so fast that the second triggerman still had his weapon lowered by the time his companion hit the ground, one of Otto’s mechanical arms having pierced him through the chest.

_‘Otto!’_ Bruce could only stare wide-eyed as the limbs tried, unsuccessfully, to lift the corpse they were attached to, flailing grotesquely like barley stalks in a storm. _‘The arms are still connected to his brain, his dead… they’ve gone berserk…’_ He shuffled backward, trying to get to cover behind the table.

The man spurted blood from his mouth as he crumpled to the floor, his weapon skittering across the tiles. Norman turned to face the scene just as the other gunman opened fire, the casual jovialness now wiped from his face to be replaced by anger and confusion.

Plastic from the table flew in all directions as most of the man’s shots went wide of the twitching tentacles and hit the table all around Bruce. He had almost made it to cover behind it when he felt a searing hot pain in his lower back. He collapsed onto the floor, his vision whitened as his ears rung deafeningly. He wasn’t even sure what was what anymore as he lay on the ground atop the serum case.

“Hold your fire, you moron!” Norman’s voice rang across the lab. “You’ll hit the sample. Stop firing, those damn arms aren’t going anywhere!”

Bruce tried to lift himself up by his elbows, only to collapse as he was overwhelmed by the urge to vomit. He reached back at the small of his back with his right hand and felt a warm wetness. Withdrawing it, he could only stare at the blood utterly coating it his palm. He felt light-headed.

“Hey Bruce,” he could hear Norman’s voice, as if coming through water. “That case okay? Thanks for keeping it safe, buddy. Hey,” the mogul lowered his voice, “go wide around that table and let’s wrap this disaster up already.”

_‘Gonna die. Gonna die, gonna die. Gonna die like a rat, like the rat I am, traitor, coward…’_ Bruce hugged the case tighter as the gunman’s steps echoed around the room, over the faint sound of Otto’s arms thrashing about wildly. _‘Can’t, won’t. Won’t die like this, I can’t…’_ With trembling hands he struggled to get the case open. With a soft hiss it revealed its contents: two green vials coated top to bottom in biohazard warnings.

_‘Not like a dog. I won’t. Otto…’_

Unsealing a vial and holding it with whatever pittance of strength remained to him, Bruce stared at it with something broiling within which he had long since forgotten he could feel.

Hatred. Towards himself, towards Norman Osborn, towards those who would set out to hurt him. Hatred that he could die amongst a pool of his own blood and urine, a failure of a traitor, a failure of a man. Disgust, fury.

Rage.

He was gone shortly after that. But there were moments in which he would briefly drop back in.

Fleeing deeper into the labs, bullets bouncing off him like hail. Laughing, laughing. But it wasn’t his voice.

Pain, immeasurable, within. Vomiting, seeing flesh in in it. His hands were green, like moss on a rotting tree. Pain and ripping, ripping muscle and tendons and flesh.

His teeth and nails lying in a bloody pile like scattered dominoes. Laughing. Then they were back, larger. A deep, hollow laugh.

Pain.

He was gone for a long time, like sitting in a shallow pool in the dark, alone.

No, not alone.

There was someone else there.

_Something_.

Laughing. Enormous. Grinning, wrinkles forming around beady eyes.

No, not beady. His eyes.

On a giant’s face.

Glimmering in the dark. Norman’s gunman tasted like metal and carbon and rabbit.

Muscles tearing, mass forming from nothing. The symbiote, Oz, Gamma Radiation. A cocktail of bile and a barrel of laughs, the skin getting caught in his teeth.

He was gone for a while longer after that.

But he was there for the most important bit.

Norman’s lips were moving. He was on the ground, covered in blood. Blood from the corpses around him. Soldiers. Reinforcements.

Meaningless concept.

Norman’s eyes were on him, staring up as he kept talking wordlessly. Bruce wanted to say something, but he couldn’t. Someone else was talking with Norman.

He strained to listen.

All he could hear was laughter.

An enormous bile-green hand bulging with black veins wrapped around Norman’s face like a mask.

Something split, something cracked. Blood everywhere.

Norman was still breathing through a face of red and white that barely resembled anything at all. His every breath caused little bubbles to form and pop on what was once his mouth.

Bruce felt himself fading again, this time into warmth.

The blood-soaked hand reached out once more.

_‘Thank God.’_ He smiled, somewhere deep within. Joy enveloped his heart, so much so that he wanted to weep. _‘Make him beg.’_


	12. Chapter 12

The alarm barely had time to get a sound off before Peter silenced it. There wasn’t a trace of sleepiness in him as he rose from his bed, grinning broadly.

_‘Welcome to the first day of the rest of your life, Peter Parker.’_

Quickly going about cleaning himself up and getting ready for school, Peter had made it downstairs to the breakfast table before Aunt May could finish cooking breakfast, a first for him. _‘Lot of firsts going on these days. And for once, not all of them are bad.’_

“Morning, Aunt May.”

“Peter!” She glanced up from the pancakes she was preparing. “Look who’s up bright and early today.”

“What can I say?” He kissed her on the cheek. “Things are starting to look up again.”

Aunt May gazed at him for a moment as he went to sit down, then served the pancakes and took a seat next to him. It took Peter a moment to notice just how sad her smile was.

“Oh Peter,” she said in a soft voice, “I’m so glad to see some brightness in this house again. Ever since Ben…”

“Aunt May…” Peter placed a hand on hers, and she in turn clasped it warmly.

“Every day was just greyness and misery for a while, you know? Like the world could never be right again.” Her smile broadened. “I can’t say I’ve gotten over his death. I can’t say I ever will. But I did realize one thing.” She looked up into Peter’s eyes. “As long as someone with as much goodness as you is around, the world can’t be a grey and miserable place. You might not realize it, but you shine as brilliantly as the sun, my boy.”

“Aunt May…” Peter wasn’t sure what to say as he glanced down at his pancakes abashed. _‘Would she say all of this if she knew what was in me?’_

“Sometimes times are rough, like there’s no hope in sight. But there’s always hope, Peter, and it’s not because it’s there at the end of the tunnel. It’s deep within you, just waiting to be called upon.”

“I…”

“Now, now,” she patted his hand and leaned back in her seat. “Finish your pancakes before they get cold.”

“Yeah.” He glanced down at his food, then back up again. “Aunt May?”

“Hm?”

“Thank you.” Peter grinned. “Always. For everything.”

“Anytime, son.”

“What’s up, loser?”

Peter glanced up at Felicia’s familiar call, pulling off his ear buds while he did. She was wearing her old Alpacalypse t-shirt and had her rucksack strung over one shoulder. He tried to come up with a witty retort but, caught off-guard he simply gave up and gave a curt military salute. She seemed ready to shoot him another barb but, instead, simply stood by his side after a fist bump and yawned.

“Up late again?” He shot her a sideways glance. Her hair was a white tangled mess and she had bags under her eyes, but for once in however long she wasn’t wearing any casts on her body. “Let, me guess: late-night wrestling?”

“What do you think? I never miss one of the Rhino’s matches. Just too goddamn funny.”

“Fair enough.” Peter had never truly seen what made wrestling so worthwhile for someone who only watched it to laugh at the storylines, but didn’t feel like he was in any position to judge her tastes. He tapped his right foot against the pavement nervously, trying to calm the butterflies in his stomach and hide his anticipation.

It hadn’t struck him until he had reached the bus stop that Mary Jane would be on it, too. Somehow, even though he felt like the two of them had gotten off to a nice and natural start to their relationship, he was still utterly and completely unprepared for it. _‘Come on, Parker, keep your head in the game!’_

“Dude, what’s up?”

“Aah, it’s Mary Jane…” he blurted out, still lost in his thoughts.

“What? What about her?”

Peter stopped patting his foot against the pavement as he realized what he’d just said in a moment of absentminded worriedness. He had not intended to keep his relationship with Mary Jane a secret or anything of the sort, but had felt exaggeratedly shy about bringing the matter up with his best friend. _‘Well, the cat’s out of the bag now…’_

“Um, Mary Jane and I, you know,” he said with a nervous smile, unable to help the odd pride swelling up within him. “We’re going out now.”

Felicia snorted, grinned, then narrowed her eyes while leaning forward. “Wait, you’re serious?”

“Yeah.”

“Bullshit.”

“Nope. Come on, why would I lie about this?” He felt oddly amused by her confusion. “How much of a lame-ass do you take me for?”

“No, it’s just…” After a moment a grin crept up on Felicia’s face. “I just think you’re way out of her league. What will the jocks and the cheerleaders think?” They both laughed as she shook her head. “The scandal! Royalty dating peasantry…”

“Come on, seriously…”

“You seriously!” She bumped him on the shoulder with her fist. “When the hell did this happen? How?”

“Last night. Dropped by her house, said I liked her…”

“Holy shit!” Felicia appraised him with wide, blue eyes. “The balls on you! Just dropped by her house with a bouquet of flowers…”

“No, nothing like that,” he grinned.

“This is so out of the blue. I mean, I knew you liked her…”

“Yeah.”

“Wow. Where did this new Peter Parker come from?” She raised an eyebrow. “You saved Mary Jane on the Triskelion or something, right? When did your life become Die Hard?”

“Die Hard?”

“Maybe not Die Hard, but you sure are a new man now, huh?” She put a hand on his shoulder and rubbed non-existent tears from her eyes. “They grow up so fast…”

“Come on,” he shrugged her hand off with a grin. He wasn’t sure how he had expected Felicia to react to the news, but in hindsight he realized he shouldn’t really have expected anything else. She had always been in perfect sync with him and nothing short of completely supportive. _‘What did you expect, you dunce? Disappointment? Jealousy? Geez.’_ “What can I say, a lot’s happened recently.”

Felicia’s jovial expression turned somewhat more serious for a moment. “Yeah. Lot of things. Which is why I’m happy for you. You deserve a break, after all that’s been going on.”

Peter realized that she must have been thinking of his time at the hospital and Uncle Ben’s death. He sincerely wished that he could have told her about Dukes and the warehouse as well. Unlike Mary Jane, however, Felicia was keenly aware of Peter’s usual daily routines and would have been overly suspicious of him being anywhere near the dockside.

“Thanks, Felicia.” He looked her over once more and smiled. “No new casts, huh?”

“Hm? Oh, yeah.” She glanced at her now-free arm. “I’ve finally gotten the hang of this whole gymnastics business.”

“Hm.” Peter waited for a moment, but Felicia didn’t seem to want to add any more information. He had, for a long time, wanted to accompany her to her suspect extracurricular activity if only to confirm that she was not being physically abused at home. Peter made a mental note of that moment. _‘If I ever see her with a cast again after having ‘gotten the hang’ of things I’m activating creepy stalker mode, for her sake.’_ “I’ll miss all your little cat sketches.”

“Ha, yeah,” she grinned mischievously, “I’ll still find ways to keep the cat theme going, don’t you worry.”

Before Peter could ask her to elaborate the bus turned the street corner towards them. He was startled by the sudden renewal of giddy nervousness after having been put so at ease by talking with his best friend.

Felicia stepped forward and, with a sly wink, entered the bus first. Peter followed her in to see Mary Jane sitting by the window on the front-most row. His heart raced as he swallowed saliva and tried to come up with an appropriate greeting. As she turned her head to regard him with a smile, he suddenly felt like a switch had been flipped within him. He looked into her green eyes and smiled, moving towards the redhead as if it was the most natural thing in the world. _‘Don’t overthink it, Parker.’_

“Morning, Mary Jane.” He sat next to her.

“Hey, Peter.”

From the corner of his eye he caught a glimpse of Felicia shooting him a sneaky thumbs-up.

The bus ride was relatively relaxed. Although he and Mary Jane had spent a good deal of time talking with each other on the night he had asked her out, he still wanted to use every possible minute to get to know her better. Having had a crush on her for so long he felt like he already knew a fair bit about her interests and hobbies, but it was the sort of one-side surface knowledge that he wanted to move beyond.

Was it love? Peter certainly loved just about everything about her. Her attitude, easy-going yet serious in many regards, well-informed and highly flexible. He loved her green eyes and red hair, her freckles and the birthmark on her neck, almost completely hidden out of sight. He loved that she had listened when there was no-one else and that she had, in a sense, saved him.

He hated that he hadn’t been able to tell her the whole truth from the very beginning.

_‘One day. One day I’ll tell her everything, just lay it all out on the table. She deserves to know – I might not even still be doing this if it weren’t for her.’_

Just a day prior he had almost considered giving up the whole Spider-Man gig to just try to live out his life in some semblance of peace. Mary Jane had changed his mind with nothing but her words and her smile, awakening within him a powerful desire to protect her and others like her. To live up to his responsibility and be the man that she deserved to have.

And yet, as he had glanced out of the bus window near the school and seen a half dozen helicopters making their way towards the bay in close formation, he had begun to feel like blindly following obvious signs of trouble into unknown risky situations while a girl like Mary Jane Watson was so much as giving him the time of day had to be a sure sign of insanity.

After the bus ride, he wondered whether it might be too forward to hold her hand and, ultimately, had opted against it. Liz Allen intercepted them at the lockers and dragged Mary Jane away for some matter regarding the Debate Club. She had looked over her shoulder with an apologetic smile, and Peter had simply waved at her with a goofy grin on his face. _‘Not too shabby, Peter Parker. Managed not to completely screw things up within the first few hours of the morning.’_

Turning around, Peter caught sight of Harry making his way towards him. Wondering how his friend would react to the news of his new relationship he stepped towards him, but was halted by the sight of the terrified look in his eyes.

“Peter,” Harry called out, bumping brusquely against other students as he made his way towards him. “Peter!”

“What’s wrong, man?” Harry was completely out of breath, covered in sweat and his clothes a mess, as if he had thrown them on and left home in a hurry.

“Peter, hey,” he took a deep breath. “You haven’t, um, by any chance heard from my dad, have you?”

“Huh?” Peter blinked. “Your dad?”

“Yeah.” Harry leaned on his knees for a moment to catch his breath before straightening. “I… I dunno. I thought, because he always talked about you at dinner-”

“Your dad talks about me?”

“Yeah, uh, you know. Since he was covering your case, the Triskelion coma thing. I thought he might have-”

“Harry, I haven’t heard from or seen your dad.” He frowned. “What’s going on?”

Harry seemed to ponder whether or not to answer the question for a moment before simply shaking his head, his auburn curls bobbing lightly as he did.

“Oh man, Peter. I don’t know. I don’t know. Woke up this morning, the cook told me my dad had left before he’d even arrived, and he’d left a note-”

“A note?” Peter furrowed his brow as he moved his friend to the hallway leading to the toilets for better privacy. “What is it, Harry?”

“It’s not… I dunno, Peter.” His friend’s eyes were wet, like he was about to break into tears. “He’s been acting so strange lately, so bizarre. Then the note, ugh…”

“What… Harry, if you don’t mind me asking…”

“No, it’s…” Harry took a deep breath and patted his chest. “My dad has _never_ acted like this before, so I was pretty weirded out. And now he’s not answering his cell…” He shook his head. “He wrote this, like, religious note. About gods and assin… um, ascension. Evolution into immortality, it was so weird! I would’ve thought it was a prank if it had been written by anyone else…”

“Evolution?” _‘Like mutants?’_ “It was addressed to you?”

Harry nodded his head. “Yeah. ‘To my son’. He _never_ calls me that, he just… sorry, Peter. I didn’t want to just dump this all on you right now, but I was freaking out.”

“It’s cool, buddy.”

“Said to look out towards the bay for a new god ascending.”

“The bay?” Peter suddenly remembered the flight of helicopters heading out towards the water. “He’s at the bay?”

“Peter, he’s _never_ called me ‘son’ before. Never, not once.”

Any further discussion was curtailed by the shrill sound of the bell announcing the start of the school day. Harry shook his head and tightened the shoulder strap on his backpack.

“I dunno why I was freaking out so much. Just so used to seeing my dad one way and then he acts another, then vanishes…” He shrugged. “Thanks for listening, man. I’m sure this was pretty weird for you, but it helped. I think. I’ll let you know when I hear more.”

“Yeah, no worries. Just let me know.” He pointed at the bathroom door behind him. “Gotta go to the bathroom real quick, you go on ahead.”

“Uh, sure.” Harry wiped his eyes and smiled. “I’ll talk up some grand story about your bathroom escapades so you don’t get busted.”

“Heh. Thanks, buddy.” Peter watched Harry make his way down the corridor and then turn down the main hall. When he was out of sight, he entered the bathroom where, in a stall, he stripped down to his underwear and stuffed his clothes into his backpack, trying his best to ignore the feel of the disgusting restroom floor under his feet.

_‘Something’s up with Osborn. Dude’s been helping me out ever since the coma and Harry needs me right now.’_ He activated the suit and pulled on his backpack, making his way over to the window. Opening it and leaning out to see if there was anyone in sight, he took careful aim at an adjacent building. _‘I can spare fifteen minutes to check this out. Those helicopters can’t be a coincidence. Something weird is going on at the bay.’_

Peter leapt out of the window and fired the web, dearly hoping that Osborn was simply hosting some sort of waterside Evangelical celebration.

The trip to the bay the helicopters were still hovering above was far shorter Peter had initially expected, even though it took him all the way into Brooklyn. He felt like he had become increasingly proficient at timing and planning his swings, and as a result was able to maintain his momentum for longer. At times, in fact, he was concerned that he might be going too fast and would end up horribly losing control as he barrelled into a wall, but he was firmly set on trying to push his limits whenever he could and simply set aside the worry.

He tried to ignore the fact that he was now wearing the suit again for the first time since that evening at the warehouse.

He had figured that his absence from school would not be particularly noted so long as Harry came up with an excuse during roll call. The first hour of the day was dedicated to Physical Education, a common morning activity to skip out on, although he had previously only done so on occasion with Felicia. He could explain his absence from roll call to his teachers and friends as the sudden onset of a cold, or even just a lapse in judgment. He certainly felt like he had attended school diligently enough that he could afford to have just one morning off to put Harry’s mind at ease.

As he’d made his way westwards towards Vinegar Hill, the general direction in which the helicopters had been flying, he’d caught sight of police cars and more helicopters moving in the same direction. Worry had begun to set into his stomach, but he knew that he couldn’t turn back now without at least checking out the situation and ascertaining whether or not there was anything that he could do to help.

Swinging around a corner he came into full view of the bay and gasped in surprise. The entire waterfront district beyond the Brooklyn-Queens Expressway was entirely fenced off and lined with olive-green military trucks. From his high vantage point he could make out dozens of soldiers, fully armed with heavy weaponry and protective gear, running around the area or setting themselves up behind cover facing the water. A couple of helicopters had landed in areas that had been cleared of crates while several others hovered in the sky above the water between Governor’s Island and the Columbia Street Waterfront District. The expressway itself seemed to have been closed off, as it was completely vacant of any traffic, and further inland lines of policemen were trying to keep curious civilians from getting any closer to the bay.

_‘What the hell is going on here? It looks like they’re getting ready to fight off an invasion. Did I miss something? What does this have to do with Harry’s dad?’_

Squinting, Peter could make out fire and columns of smoke all over Governor’s Island. _‘Jesus, what the hell happened over there?’_ Peter landed on a rooftop overlooking the empty expressway as he regarded the scene in shocked silence, his mind racing with the possibilities. _‘Shouldn’t have left my phone with my bag… are we actually under attack? Should I just ask someone?’_ He jumped in surprise as a small explosion blossomed on the island, the sound of blast accompanying the blossoming fire.

Peter stared at the military barricades and was suddenly struck by how far out of his depth he suddenly was. _‘Whatever the hell’s going on there, they probably don’t need my help. How could I possibly help them? They’d just gun me down. And if they didn’t, am I really going to be helping out against whatever the hell they’re preparing themselves for? This isn’t just muggers and thieves anymore…’_ He glanced towards the island, its columns of smoke growing larger by the second. _‘And even if I could help, how the hell would I even get over there? This suit doesn’t come equipped with water rotors, I don’t think...’_

The sudden onslaught of a loud, heavy sound from above broke Peter off from his reverie. Looking up, he could only gasp in shock as he watched two enormous double-rotored helicopters carrying tanks from well-secured wires. The behemoth transports moved right above him and settled over the waterfront as they began the laborious process of setting the armoured vehicles down.

_‘Holy shit…’_ Peter felt a dizzying sense of worry coming over him as he observed the scene, unable to look away. _‘Tanks? In New York? This has to be it, an invasion. A war? What the hell? Should I go back to Mary Jane, make sure she and my friends are safe? Maybe I should get them and Aunt May to safety? And then… help out? Fight, protect people or something? I just don’t know…’_

Peter felt his nervousness begin to turn to panic as his life appeared to be completely upended over the course of a few minutes, but he quickly tried to calm himself through rationalisation. _‘Okay, maybe it’s a training exercise? The smoke and fire is for effect? Dammit, I have to find out.’_

Taking a deep breath, Peter leapt off the building and swung his way over to the abandoned expressway. He then fired a web at a building by the bay and ran across the rooftop to peer over its edge at the soldiers below, all the while hoping no one had seen him in the process. He tried his hardest to listen in on them, but failed to make anything out. The fear on many of their faces, however, was evident. _‘Jesus, this isn’t a drill…’_

Suddenly, a voice rang out amongst the soldiers loud enough for even him to hear clearly.

“It’s coming,” an officer screamed, running out of a tent that seemed to contain half a dozen radios. “Get into positions, move, move, move!”

Like ants the soldiers all scurried into positions facing the water. At his proximity to the waterfront he could better count their number, gave up at around fifty. _‘What the hell is that guy talking about? What’s coming?’_

“Hey! What the hell are you doing here?”

Peter almost jumped up in surprise as a loud voice called out behind him. Turning his head, he could see a helmet-less soldier carrying an enormous sniper rifle who had, seemingly, rushed out of one of the rooftop exits.

“I-I saw all the commotion,” he stammered. “What’s going-”

“You’re… Spider-Man?” The soldier, who had stood in place, took several steps towards him. There was terror in his eyes. “This area is restricted, you need to get the hell out of here!”

“What’s-”

His query was cut short by a sudden animalistic roar that pierced his ears. Peter glanced back over his shoulder at the waterfront as the sniper ran over to the rooftop’s edge and began setting up his weapon. _‘What-’_

“Command, this is Bravo Three,” the soldier yelled into his earpiece as he lay down on his stomach. “I have visual confirmation on the target.”

Peter saw it shortly before everything went to hell. An enormous man, or at least something resembling a man, deformed and grotesquely muscular as it was. It had leapt out of the water like a fish, its sickly-green skin still wet with water as it launched itself into the sky in an unbelievable arc. It was male, naked, hairless, and seemed to stand at ten feet tall, maybe more. Its arms were raised above his head, hands clasped together as it screamed gutturally.

The soldiers opened fire on the creature. Peter fell to his knees and covered his ears as the sound of gunfire filled his ears all the way from the waterfront. The sniper next to him began loading his weapon, his face covered in sweat.

“Wh-What…” Peter’s voice was completely drowned out by the gunfire. “What is that…?” _‘A mutant? Gotta be a mutant? It caused the fires at the island?’_

It was only seconds before the creature impacted the ground that Peter realized that the bullets were bouncing off its skin.

_‘Please God, not again…’_

The area which the beast impacted against, formerly occupied by a dozen soldiers firing their weapons wildly, all but disappeared into a cloud of dust and gravel. Concrete was cracked and upended as armed men rushed to get away from the area. Peter pressed his palms harder against his ears as he stared, terrified, at the scene before him. His heart was racing as he turned to look at the soldier next to him. The sniper was looking wide-eyed through his weapon’s scope and, noticing Peter’s gaze on him, he turned his head and simply stared at him for a moment with stark terror written all over his face.

It was then that they first heard the laughter.

Booming, deep, yet wheezing and irregular. As loud as the rotors of the helicopters that were hurriedly trying to take off from the ground and the tanks rolling their treads in an effort to face the newly-arrived threat. It stemmed from within the enormous dust cloud that had sprung up on the waterside and was being riddled with bullets. The pillar of dust from whence emitted the guttural voice, the sound of gunfire…

The screams.

When the hulking creature moved it did so with such blinding speed that Peter had trouble following it. The sniper fired a shot and swore as he missed. The beast, its mouth and hands now stained a dark colour, cut through anything before it like a hot knife through butter. With each step that it took it came within reaching distance of some soldier or other. The callousness with which it killed was almost obscene, and Peter could feel his hands shaking just from witnessing the slaughter.

All it usually took was a swing of a fist and the bloody mist would not have even reached the ground before the creature had taken another step and another life. For its insane speed it possessed a shocking repertoire of moves that it could perform in mere seconds. Biting off a man’s head, shattering another one against a jeep with a backhand swing, crushing a soldier’s lower body underfoot while slapping its hands together over another, squeezing him like a child might an insect.

Roaring and laughing. Almost infantile. All the while it moved, slaughtering with every passing second. Peter could only stare, frozen to the spot above the rooftop, as it danced across the entire waterfront. Armed men within a dozen meters simply broke away and ran for their lives, coming any closer to it instantly marking one for death. None of the soldiers on the ground even stood a chance.

The ground in the behemoth’s wake was slick with blood, crowded with viscera and spent bullet casings.

One of the tanks opened fire, the sound massive and crushing. The round seemed to hit its mark, making the creature disappear into a cloud of fire and noise as it was enveloped by the explosion. Bits of concrete and shrapnel flew in all directions as Peter, notwithstanding the deafening sound, stared at the spot in which the beast had stood. The second tank, having taken longer to aim its turret, fired cacophonously into the smoke, extending the longevity of the fire as it rolled up alongside its companion. Several soldiers gathered near the tanks for protection and a couple of them even began to cheer triumphantly.

“Command-” the sniper began to yell frantically, but there was no time to warn anyone.

The disfigured creature leapt out of the flames, its skin seemingly covered in soot or gunpowder and dirt but otherwise appearing to be completely unharmed. Within two leaps it was upon the tanks and, after taking a moment to set upon the soldiers before they could disperse, it jumped upon the turret of one of the armoured vehicles and tore open its hatch with a single freshly blood-soaked hand.

The sniper next to Peter swore profusely as the green monster reached into the tank up to its shoulder and, taking a moment to calm himself, once more peered carefully through his scope. The creature withdrew its arm, now spattered up to the elbow in gore, and set its sights on the nearby second tank as it frantically withdrew in reverse while rotating its turret.

The sniper opened fire. Even at that distance, Peter could practically see the round simply bounce off the beast’s head just before it leapt onto the other tank.

Swearing again, the sniper dropped his rifle and spoke into his earpiece. Peter was not listening to him as he simply stared at the continued carnage. Thoughts about helping out the soldiers had periodically surfaced throughout the bedlam, but had been consistently drowned out with every new atrocity displayed on the waterfront. At least two dozen corpses in various states of dismemberment littered the ground, as well as the wrecks of the two tanks. The creature was already making it was towards the last remaining helicopter on the ground.

The sniper rose to his feet, turned around, doubled over and threw up.

“It’s indestructible,” Peter said, now able to hear his own voice again through his ringing ears. He recalled the mutant at the dockside, Frederick Dukes, and the way he had similarly shrugged off bullets. Dukes, however, had been deathly ill and weakening by the second. This creature, on the other hand, only seemed to grow stronger with each bloody kill. _‘Is every day of my life going to be some sort of new nightmare scenario from now on?’_

“We have orders to evacuate,” the sniper said weakly. Peter looked at him and, for the first time, noticed just how young he was, perhaps just one or two years older than him.

“What is it?” he asked, looking back at the creature as it grabbed on to the helicopter’s sides. His hands were still shaking. His legs felt weak.

“A monster. From a government lab on the island.” The sniper was oddly forthcoming as he wiped vomit from his mouth. “Destroyed the lab, and it swam over here. We couldn’t stop it on the island or on the water. It dove partway, came up for air…”

_‘A secret lab on Governor’s Island? Jesus Christ, Mary and Joseph…’_ Peter grabbed his left wrist, tried to calm his shaking hand.

“There’s no chance,” the sniper went on. “We’ve been trying to kill that thing for two hours. Look at it. It kills and kills. It’ll keep killing.” He sobbed, shook his head as the creature discarded the remains of the helicopter and leapt towards the expressway. “I was meant to be on cleaning duty today…”

_‘That beast is heading into the city. Towards Brooklyn, Queens…’_

“How do we stop it?”

“You can’t. You can’t.”

Peter took a deep breath, stood up. His legs almost gave way under him as he did, but he managed to compose himself.

“Get to safety.”

“Huh?”

“I’ll stop it.”

“What are you, fucking crazy? Do you have a death wish?” Peter didn’t turn to look at him as he yelled. “We need planes, not some whackjob mutant in a suit!”

Peter took another breath and leapt off the building.

_‘Aunt May…’_

He fired the web mid-swing and hit the creature directly on the face just as it entered the expressway. It jerked, roared, and quickly tore off the webbing with ease. Its beady eyes narrowed as it looked at him.

_‘Focus, focus…’_

He shot another web as he built more momentum, this time at its foot. The creature lifted its leg to unstick itself from the ground and by the time it looked up again Peter was upon it.

It stank of blood and gore. Even through the suit, he could feel the intense heat coming off of its grotesque body.

There were, he noticed, bits of flesh stuck between its teeth.

He punched with all his strength, every last fibre of power that he’d held back against common thugs and hoodlums. Power enough to knock a man’s head off…

The monster’s head barely even jerked at the strike on its right cheek. Peter’s face was so close to it that he could look directly into its eyes. Blue eyes, a human’s…

All the air was knocked out of his lungs as the back of the beast’s hand struck his chest, crushing the arm he had defensively raised to block it. Peter almost fainted on the spot from the pain as he was flung backwards with tremendous force, towards the waterfront.

He landed with a thud against the battle-torn cement, skidding across pools of blood and intestines. The intense pain brought with it an intense urge to throw up and a buzzing in his ears quite separate from the one that had been ringing ever since the tanks had first opened fire. He finally came to a stop against the corpse of a soldier who had been torn cleanly in half.

Curling up into a foetal position, Peter tried to recover his breath one wheezing gasp at a time, screwing his eyes shut and cradling his injured left arm as he did. He could barely gather his thoughts as he rested his head against the dead man’s shoulder. _‘Arm hurts so much… not sure if broken… ribs cracked, maybe…’_

After a few moments he opened his eyes and looked up, half-expecting to see the green horror standing above him. Instead, he merely found himself surrounded by death and brutality. Not one of the soldiers who had been attacked had survived, or at least he concluded as much from the utter stillness and lack of pained moans other than his own. As his eardrums steadily recovered, however, Peter could make out noises from further within the city.

Gunfire, police sirens. Screams.

The laughter.

“What do I do?” His voice was barely more than a whisper as he stayed curled up. “Uncle Ben, what do I do?”

The beast was unstoppable. His webbing, which usually had unparalleled tensile strength, was akin to string for it. A strike with all his strength had yielded practically no results. The sole reason the creature had not snuffed out his life within seconds of their first encounter was Peter’s inhuman strength and the protection offered by the suit.

Peter sobbed quietly as he looked up at the blue sky, completely divorced from the mayhem taking place below. _‘I’m sorry, Felicia. Aunt May. Harry… Mary Jane. I can’t do anything. I can’t, I can’t, it’s too strong.’_ He bit his lip, still wheezing, and sobbed again. _‘What’ll happen now? More soldiers? Planes? Bombs? My God… my God.’_

“Aaaah,” he whispered, massaging his chest with his right hand. “Breathe. Just breathe…”

His eyes widened as it suddenly dawned on him.

Peter turned his head slightly and glanced up at the roof on which he had previously stood. The sniper was nowhere in sight.

_‘He said it had swum. Swum from the island… dove underwater. And it came up for air.’_

To breathe.

No matter how strong that creature was, how physically untouchable or insanely resistant, it clearly had a pair of lungs which it had to supply with oxygen. It needed to breathe, otherwise bad things would happen to it just like with any regular person.

Peter slowly sat up, massaging his left arm. He glanced down at his wrists.

_‘Infinite supply of webs.’_ He looked up towards the expressway and the path of destruction the monster had left in its wake. _‘I can do it. I can… I really can. I just need to avoid getting hit. Don’t get hit, hit its face. Over and over. Come on, Peter. Come on. Just like a videogame. Get up. Move. Breathe.’_

He stood, felt a wave of pain in his chest. Grimacing, he took aim for the nearest building.

_‘Let’s go, Spider-Man.’_

The beast had already made its way through several blocks by the time Peter caught up with it. Countless bodies, car wreckages, and other signs of pandemonium filled its wake, and he had to force himself not to look upon it all too closely as he bore the pain in his arm and chest with every swing. The occasional fires had broken out from smashed cars or ravaged storefronts, sending heat and the smell of charred flesh up into his path from below.

Peter swallowed. He had thought on the waterfront that every second of the beast’s existence meant someone’s death. This short distance into Brooklyn Heights, however, it seemed like every second had cost half a dozen lives if not more. There were hundreds of bodies…

Turning a corner, he finally saw it. Simply raging, roaring and swinging about madly, flipping a Hummer forcefully against an apartment building. Peter watched the building partially crumble, like a sandcastle that had been kicked right in its centre. Somewhere nearby, a child was crying.

_‘Come on. You’ve got one chance, one chance to do this right. Just take careful aim and fire, one shot after another after another until there’s so much fucking web on its face that it can’t breathe, can’t remove it.’_

The creature turned, its green skin shining with the water from a nearby burst water hydrant and the blood of countless individuals, glancing down the street towards what sounded like an army of police sirens making their approach. It was looking in Peter’s direction but seemed focussed on the ground, on a man trying to drag a woman who had lost a leg as far away from it as possible.

The beast grinned.

Peter opened fire, shot after shot, as many as he could fire in mid-air after letting go of his web and approaching on sheer momentum. Many shots missed, impacting on the pavement or the creature’s neck. _‘Damn it, too far away! Too much pain, can’t aim…’_

Four webs, however, hit their mark smack dab over the beast’s leering mouth. It stopped in its tracks and struggled for a moment to get them off. Peter fired off a web at the nearby apartment with the Hummer sticking out of it before he impacted the ground alongside the monster, all the while observing it. It seemed to have real trouble in pulling off the webs, taking as long as ten second to tear them all off.

_‘Okay. This’ll work. This is how-’_

The beast’s furious roar was so loud that it practically stunned him. It turned, its beady eyes fixed solely on him as it crouched down.

_‘Oh no.’_

The monster leapt into the air towards him, its mouth a bloody open maw of gore and saliva. Its enormous arms were stretched out, sullied hands reaching for him. Peter immediately tried to swing away, but suddenly felt his momentum disappear as the web he had hung on to lost its tautness. Looking up, he could see the place where the beast’s strike had barely missed his head by mere inches and had, instead, torn the web apart as if clawed.

Caught unawares, Peter fell to the ruinous earth and hit the concrete with a crack somewhere deep within his chest. He screamed out in agony but quickly tried to clear his head, to stand up and find the creature. His eyes were wide open in terror as he turned to see it, rushing towards him with a nasty grin.

Peter barely managed to dodge the swing from its hand, filth-encrusted fingernails almost brushing his mask as he jumped backwards. He had barely landed before he dove down so as to avoid a strike from its entire arm. He let the momentum of the dive carry him into a sprint that barely allowed him to dodge a stomp of the beast’s left foot, the sheer force of which was enough to crack the asphalt where he had stood and knock him off balance.

_‘It’s too fast. Too fast, too fast. Can’t get a shot, can’t even get away.’_ The beast was utterly tireless and relentless in its pursuit, grinning and laughing as it followed up every attack with another and another and another, any one of which, Peter knew, would kill him if it hit its mark. _‘Can’t keep this up. May, Ben! Please!’_ Peter felt sweat stinging his eyes. His lungs burned with every laborious dodge. He was dancing in death’s embrace.

_‘Goddamn you, you fucking green bastard!’_

The firing started just as Peter felt like he was at the end of his rope. A couple of shots at first, then an entire barrage that almost threatened to hit him as well. The creature flinched and glanced back as the bullets collided harmlessly with it, at the half dozen policemen who stood by their parked vehicles with their weapons out.

Peter saw the second-wide window of opportunity to escape and took it. Without even aiming properly he fired a web off and swung into the air. He had already shot off a second web to keep up his momentum before he even glanced down, half expecting to see the beast leaping up at him. Peter felt his blood freeze as he locked eyes with it from afar, its stare one of pure hatred and malice only made worse by its insidious grin. Turning its head towards the policemen, the creature stooped over and picked up an upended taxi, hefting it over its head like a bodybuilder would a stack of weights. Several policemen scrambled to take cover but at least three of them kept firing.

Peter could see it clearly now. His one chance.

_‘Gotta risk it all. Can’t afford to shoot from far away. Have to get in close.’_

Feeling a cold pit in his stomach he swung his way to the ground, practically right in front of it and to the side so as to avoid the police’s firing solution. He could practically feel his life narrowing down to two outcomes, namely either success in his plan or death. There was no other possible alternative to the position he had put himself in without much thought other than that it had to be done, right now or never at all. His mind was practically numb with fear as he looked into the monster’s eyes once more and took aim.

One shot after another, all hitting the mark.

He had already gotten in six webs by the time the creature dropped the car clumsily and fell to its knees. By the time it finally began scratching at the webbing he had already fired off at least a dozen webs, the thick black substance having completely engulfed its face. A muffled roar sounded out as it tried to grip and tear away at its visage and the monster swung its upper body about wildly. It dropped one hand against the pavement for a moment and Peter switched his target to webbing it up against the ground, two shots, four, then six, before hurriedly returning to his previous task. He was blinking sweat out of his eyes and gritting his teeth so hard that he thought they might crack.

One shot after another after another.

The creature stopped trying to scratch away at the thick clump of webbing obfuscating its face and reached out for him, but Peter was just out of reach as he kept firing. His body felt odd, like the suit was tightening around him, but he tried to stay focussed as each passing second bore the promise of salvation.

With a loud crack the creature managed to free its hand from the pavement and blindly staggered forward. Peter felt an enormous urge to dodge and move away but he ignored it, continuing to fire web after web after web after web until it was right _there_, its hands practically cupped around his head and he bit his lips and dove away, sliding across the bloody pavement painfully. He quickly took aim again.

The beast was stumbling around madly, frantically tearing at its face but now unable to remove the webbing, which had become like a vast, bizarre mask. Its roars had been replaced by wheezing and grunting as it seemed to lose its balance and fell to one knee, yet it continued to desperately scratch at the substance tormenting it. After some considerable effort it somehow managed to free up a patch of its face right around one beady eye which, burning with madness and fury, focussed solely on Peter.

The fear threatened to overwhelm him as he realized that, even in its asphyxiating state, the beast could still give pursuit. He tried to cover it up with another web but hit its hand instead.

The creature took several staggering steps towards it, the innumerable layers of webbing unable to completely muffle out its crazed roar as it stumbled in his direction. Peter retreated across the pavement on his back, using his feet and elbows to create some distance as the beast practically fell upon him. It rose, taking up his entire field of view while reaching out towards him with its hands. Its one free eye never blinked, never ceased staring at him with pure hatred.

Peter tried to stand but fell as he was overwhelmed by the pain in his chest. As another rumbling step brought the monster within just a few feet of him, he suddenly found the mind-numbing terror to be accompanied by something new, something that, against all odds, brought a grin to his face.

“I got you, you son of a bitch.”

He could feel the heat emanating off the creature’s hand even as it dropped away from him and fell limply to its side. The rage in the beast’s eye was replaced with a glazed, vacant look as its enormous body seemed to simply surrender to gravity and go limp, collapsing to the floor with enough force to emit a loud thud and send dust up into the air.

Its chest heaved a few more times weakly and then, just like that, it was over.

The stillness dominating the ravaged street was practically absolute, so much so that Peter could hear the policemen shouting at each other from a good distance away as he kept staring at the downed creature, utterly unable to take his eyes off it. No matter what, all he could do was observe wide-eyed, his body wracked with pain and adrenaline, his soul suffocated with horror and fear and anger. His hands shook as he held them out, as if ready to keep firing webs, and it was only after several seconds that he slowly lowered them again, letting them fall limply upon the ground as his racing heart slowly began to once more steady itself.

_‘I did it. Uncle Ben, I did it.’_

It was over.

He was unsure whether the beast was dead or alive, but it hardly mattered. As he painfully rose to his feet, the agony in his chest and left arm almost knocking him into unconsciousness, he looked about at the street. The dead littered the road, the sidewalk, their blood and body parts occupying any space that would otherwise be clear. Burning and burnt-out car wrecks lined the street and the pavement itself was cracked and split open.

_‘God. God.’_ Peter softly massaged his chest as he looked about, too numbed by the shock and adrenaline of what had just occurred to fully take in the nightmarish landscape all at once. _‘An enemy invasion would have been preferable to this…’_

An odd hissing sound coming from the beast’s body almost made him jump involuntarily, his eyes widening as he assumed the worst. Steam seemed to be coming off of the beast, somehow pushing its way out through its pores. A sickly sweet smell suddenly overwhelmed Peter as he took several steps backwards, taking aim with both hands. He felt a wave of desperation and frustration wash over him.

_‘Come on, come on, what the fuck now?!’_

Against his worst expectations, the beast was not reanimating but rather decomposing, its green skin turning a darker shade and, in some places, becoming loose and shedding away. He watched in disgusted fascination as the body literally began falling to pieces, caving in between its shoulder blade with surprising rapidity. The nauseating sweet smell became more intense as the monster essentially fell apart into two halves that collapsed onto the ground, oozing a viscous goo resembling blood.

Revealed within the creature’s centre was a man, naked and unconscious as he lay amongst the steaming innards of the beast, coated from head to toe in the blood-like substance.

Peter blinked, unable to believe his eyes. He took several steps towards him to get a better look. He seemed like a mousy man, with almost no muscles whatsoever on his frail-looking frame. He shook his head slowly, trying to wrap it around the situation. _‘This guy here… he turned into the beast? Into the monster? Or was he some sort of host?’_ Suddenly, Peter was struck by the passing similarity between the inexplicable scene before him and the suit had had fused itself to his body. _‘Was this some variation of what I have? Another suit? It can’t be… this man transformed entirely, it’s nothing like a suit. And yet, both came from government installations. Will I become like this? Transform like this?’_

Peter stared at the man in silence as the police drew ever closer, then glanced down at his hands.

_‘No. It doesn’t matter what this is or what it does. I won’t ever become like this, because I won’t allow it.’_

Barely noticeably, the man within the beast was still breathing. Peter was unsure how the revelation made him feel. On the one hand, he perceived some faint relief at the fact that he had not directly suffocated him to death as he supposedly had done to the beast. On the other hand, the question of whether or not the frail-looking man could once more transform into a monster preoccupied him greatly. He seemed so fragile and weak now, but Peter had seen what he was capable of just minutes earlier. _‘Can I really risk… letting him live?’_

Peter pondered the question for a moment. All it would take would be a few webs to the man’s face and he would suffocate to death before the police could even reach him. It would only take a moment and would completely eliminate the threat of any further massacres forever.

And yet, Peter didn’t raise his hands to snuff out his life, didn’t even truly consider it. There were simply too many unknowns. Perhaps the man had been forced against his will into such a transformation. Perhaps after his one rampage he could never turn into the beast again. Perhaps trying to kill him now would only trigger a further transformation.

Adding onto that the fact that even after all that had happened that day, Peter did not feel like he had it in him to kill an unconscious, unarmed man.

_‘Don’t need this on my conscience. Not after all this. The cops, the government can take care of him, lock him away.’_ He took a deep breath, stepping away from the stinking, steaming mess. _‘I’ll get stronger. If anything like this ever threatens to happen again… I’ll stop it before it does. I’ll do better. Somehow.’_

The police was now within just a dozen metres of him. The fact that they had not opened fire on him or taken a defensive position while ordering his surrender were certainly encouraging signs. He opted, however, not to hang around for the aftermath of the whole catastrophe. He could hear more police sirens quickly approaching as he fired a web at the nearest building and made his way down the street in the opposite direction. Faintly, he thought that he could hear multiple utterances of ‘thank you’ being thrown his way, alongside the name ‘Spider-Man’.

Utterly exhausted though he was, Peter made a quick sweep of the path taken by the creature in its rampage, all the way back to the waterfront, in search of any survivors that may need his help. As he’d feared, he found none.

Slowly, he made his way back to the rooftop he had left his backpack on.

Having already missed most of the morning classes, Peter opted to simply go back home and rest. While his clothes were clean enough he himself was covered in dry sweat and bruises. Not to mention the fact that the sheer scale of death and suffering he had witnessed, combined with the spike in terror and adrenaline in his body, had left him so exhausted that he felt like he could sleep for days.

He got changed in a side street a few blocks from his home and limped the rest of the way, hoping not to stumble upon Aunt May. He knew that she had gone to visit a friend upstate, but was painfully aware that he would probably not have the energy to speak with her in person if she were to suddenly show up at the house. Just as he reached his front door he suddenly realized that news of the calamity in Brooklyn must have reached the rest of the city by now. Taking out his cell phone, he saw that he had two dozen missed calls from his girlfriend, his friends and his aunt, the last of which made up at least ten of said calls. _‘Ah, shit.’_

Painfully making his way into the living room, Peter collapsed onto the sofa and began writing out text messages to Felicia, Harry and Mary Jane. It was hard to come up with a good excuse for his sudden disappearance from the school and subsequent lack of responses, especially in his dazed and tired state, but he knew that it had to be done. He considered telling them that he had been hit by a motorcycle or had fallen down the stairs, but reckoned that in light of his recent mishaps the excuses would raise too much suspicion. He eventually just settled on the simplest possible explanation, namely that he had come down with ‘something bad’ and had been picked up by his aunt to rest up at home. It was paper-thin, he knew, but he had little choice in the matter, especially in regards to Mary Jane. _‘I already showed up at her doorstep yesterday, distressed about having been caught up in a terrible situation. She’d think I’d made it all up just to win her pity if I admitted that I’d been anywhere near today’s horror show.’_ He remembered to ask Harry to inform his teachers of the aforementioned before the school got properly worried about his absence.

The replies all came in almost instantaneously, in text form due to classes still being in session at that moment. Mary Jane expressed her relief that he was safe and sound and asked him to call her during lunch break. Peter grimaced, wondering if his relationship with her might only have lasted a single day in light of his Spider-Man antics. _‘Really hope I can clear things up well with her. I really want to be with her, want to make her happy. More than anything.’_

Felicia’s reply was far more feral, including such wisdoms as ‘Can’t you even answer a freaking message’ and ‘You couldn’t have found a worse time to go off the grid, you moron’. A follow-up message, however, was far more concerned with his well-being and similarly asked for a lunch break call.

Harry’s, the last to arrive, was the oddest. It merely read ‘You went to check on my dad, didn’t you?’ Peter balked at how quickly his friend had seen through his flimsy excuse. Another one, sent a short while later, read, ‘I suspect the worst. But thank you, Peter. We’ll talk.’ He realized with a start that he had completely forgotten about Harry’s father, the entire reason he had set out to check out Brooklyn that morning in the first place. He swore quietly, knowing that he was now far too exhausted to make the whole trip back to Brooklyn just to have another look. _‘His dad mentioned the bay, didn’t he? Maybe he was on the island? If so, he could be okay.’_ Peter considered replying immediately to his friend, but with no idea of what he could say to him he simply opted to speak with him in full later. There were still so many unknowns to it all, from the events on Governor’s Island to the creature’s origin and Norman Osborn’s role in it all. The truth had to be out there somewhere, but at that particular moment in time it was completely out of his reach. _‘I’ll find out. Someday, I’m going to find out just what the hell is really going on in this city, and who’s carelessly turning it into a charnel house.’_

Finally, he dialled his aunt’s number into his cell phone and hit the call button. It had barely rung once before she picked up, her voice trembling.

“Peter?! Where are you? Are you okay? They tell me you’re not at school!”

Peter grimaced, chiding himself inwardly for making her worry so much, and gave her the same false account that he had given his friends and girlfriend. Lying to her was no easier than it had been on those other occasions.

“My God, Peter,” she breathed, somewhat calmer but still sounding utterly dishevelled. “I’m on my way home now. Just sit still.”

“No, May, really. I’m okay. Just a stomach bug, got it out of my system now.”

“Okay? How can you be okay? My boy…”

That was when he realized it. All that he needed, all that he wanted. Mary Jane, Felicia, Harry, Aunt May. A small circle, but all that it took to keep him going, to keep doing what he did. To live up to his responsibilities. Regardless of all the pain, the suffering, the carnage and the horrors, if he could hold on to what he had here – a group of people who treasured him, cared for him, worried for him – then he could put up with anything that was thrown his way, no matter what it was.

“I didn’t know things were so bad in the city. I should have answered my phone,” he admitted, “but I feel fine now. Like everything’s going to be okay. Like it’ll all work out.”

“Oh, Peter…”

He was ultimately able to convince her not to make the long trip back home until that evening, thus winning some time to rest up before her return. After a few more assurances and apologies he ended the conversation and made his way upstairs, leaning against the wall for support as he did.

The shower, its water as hot as he could endure it, felt like a cleansing ritual. He glanced down at his body, marked with enormous bruises on several spots, and winced. He could already faintly feel his bones beginning to set and heal, and wanted more than anything to be asleep during such a bizarre and outlandish recuperative process. Once cleaned up he stumbled into his room where he promptly collapsed onto his bed. He barely had the energy left in him to set the alarm clock to ring as soon as his school’s lunch break started. It would not do to leave his friends in the dark any more than he already had that day.

He tried to distract himself with thoughts of the future as he tried to drift off, to keep the images of that morning far from his mind. He reminded himself that he would soon be graduating and attending Empire State University, despite his best efforts to get himself killed beforehand. That he was going out with Mary Jane Watson, who was also set on going to ESU, and would continue doing so just as long as didn’t fuck everything up horribly. That Felicia and Harry were still there for him, just as he would always be there for them.

That despite all the seemingly impossible hurdles and challenges, the terror and the anger and the pain, he had somehow managed to stay true to his uncle’s wisdom. He had embraced his powers, had upheld his responsibilities.

And he felt more certain than ever that he would continue to do so, at least for as long as it was realistically possible.

He would stand up and be the person he wanted to be. Someone who could help others and do everything in his power to keep those he loved safe. Who could stand up to such calamities as had befallen the city that day and rise to the occasion, rather than flee from it in fear.

He still knew worryingly little about the suit and its origins, the players manipulating events behind the scenes and whatever other abnormalities had recently befallen the city he lived in. But he would take it one step, one day at a time. He wasn’t about to let the chaos swallow him up.

When he finally drifted off into sleep, he did so with the slightest hint of a smile on his face.


	13. Chapter 13

-Two days later-

Tony Stark entered the darkened penthouse with some trepidation. The blinds were down, for the most part, allowing only thin, horizontal slabs of daylight to illuminate the room. The edges were so obscured in shadows that he could barely make out the countless newspapers framed along the walls.

“Nice place you’ve got here,” he said, breaking the awkward silence that had reigned ever since he had been ushered inside. He was heading towards the only truly bright spot in the room, a hospital bed well-lit by a single lamp hanging above it. “Kinda creepy vibes, but I can dig it.”

The man lying in the hospital bed turned to look at him, disdain clear on his features. The IV tube plugged into his arm bobbed slightly. “I didn’t call you here to here japes about my décor, Stark.”

“Of course not. Apologies.”

“Heh.” The man raised the upper half of his bed with the flick of a switch so as to sit upright and face him. Tony was surprised that a man could have so many liver spots and wrinkles and still be alive. _‘And powerful enough to call me here like a schoolboy to the principal…’_

“What a fucking mess,” the old man said, looking away from Tony and out the partially-closed blinds at the city below. “What a goddamn disaster your organization has stirred up.”

“To be fair, SHIELD wasn’t _my_ organization until yester-”

“Shut up.” He turned back to look at him with dark, piercing eyes hidden under a wrinkled brow. Tony couldn’t help but feel surprised that the bald man, at almost ninety years of age, still had any hair at all left above his eyes and under his nose. “You’re going to shut up and listen, and then you’re going to answer my questions. Understood?”

“Of course, Mr. Jameson.” Tony bit his lip, hating how subservient J. Jonah Jameson, the greatest industrialist that New York City, even the entire East Coast, had seen in a hundred years, made him feel. _‘Not like he’s that big of a deal, right?’_

“I built this damn city, Stark. Over five decades, pumping every other cent I made at the Bugle into projects here. We survived that meteorite. And you think I’m going to let you and your government stooges to fuck it all up just like that, in a couple of years?”

Tony wanted to protest but held his silence. Jameson’s ire was infamous, even more so now that he had been confined to a hospital bed in his penthouse due to old age and ill health. _‘And a shitty fucking temper, no doubt.’_

“Over six hundred dead. SHIELD in fucking shambles and on the verge of being disbanded. Fury on trial and you being put in his place because there’s no one else now that Osborn is dead, may his traitorous soul rot in Hell.” Jameson raised a frail, bony arm and pointed directly at him. “You’re in charge of your little shithole government operation and the powers that be put me in charge of you. You know what that means?”

“Mr. Jameso-”

“Shut up. It means you tell me everything. Answer all my damn questions. And as soon as I’m all up to date on your new-millennium economic and political floundering, I’ll tell you how not to screw things up.” He took a deep breath and straightened out the hospital gown he was wearing. The light streaming in from outside had taken on a distinctly more orange colour as the evening wore on. “Let’s start with the most obvious question. How do you plan to fix this shitshow?”

“Sir,” Tony said, trying his best to keep his voice level. “Damage control is well under way. Banner has already been labelled a mutant, an eco-terrorist and a member of Hydra, the evidence has all been conveniently planted and discovered. He should be in one of our facilities soon, where we can study him… safely.”

“No shit. And don’t even bother telling me about ‘damage control’. I write the goddamn press in this city.” Jameson nodded. “What about the facilities on Governor’s Island? Can anything be salvaged?”

“We’ve unfortunately lost all research and samples of the Symbiote-Oz serum being developed by Banner and Octavius.”

“Son of a bitch. Useless fucking eggheads can’t even back up their own research properly?”

“We suspect it was a measure put into place by Osborn and Banner to keep the fruits of the research to themselves.” Tony flicked a strand of hair of off his shoulder as he spoke. “We’ve already begun interrogating all SHIELD personnel suspected of having been bought out by Osborn, but we don’t expect-”

“You mean you’re interrogating every last member of SHIELD?” Jameson grinned unpleasantly. “What about Captain America?”

“His cryo-tube was in a different wing, and was undamaged. His vitals are stable.”

“Might want to consider just draining all that blood out and storing it. Keeping the man alive for this long has been a grievous strain on finances. And the symbiote samples?”

“All unharmed. They were kept in a reinforced location far away from the fighting. They’re being transported to a more secure site as we speak.”

“No,” Jameson shook his head. “No new sites. Repair the Governor’s Island facility and resume research there.”

“Mr. Jameson, the media-”

“I will say this once more and never again, Stark. I _own_ the media. All of it. So unless you think your own security forces are so lax as to let a tourist with a camera blow the lid on your whole operation you do as I fucking tell you to do. I will _not_ have my city riddled with little SHIELD facilities, understood?”

“Yes, sir.” Tony tightened his fist in an attempt to get a grip on his temper.

“Well, then. The mutant problem is under control, the Banner issue is well in hand. That just leaves Spider-Man.”

“Spider-Man, sir?”

“Yes, you witless man-child. The bastard who kicked off this whole mutant phenomenon, who probably has part of the symbiote inside of him, who, despite my best efforts, is being hailed by social media as the hero of New York? That Spider-Man?”

Tony nodded. “Of course, I just placed taking care of him slightly further down the-”

“Some _mutant_ destroys the biggest threat this city has faced in a decade, which our own Army couldn’t even put a dent on, and you don’t see how this could threaten our operations concerning mutants, especially in the public eye? Are you dense, Stark?”

“Of course, Mr. Jameson. Apologies.” Tony took a deep breath as he considered his next words carefully. “Well, the US Army has cleared us to use the Enforcers as long as they wrap up their operations in the Middle East…”

“The Enforcers?” Jameson laughed. “The Russians, am I hearing this right? Those clowns were paid off by Osborn to leave the Triskelion unguarded and you want to bring them in to hunt down Spider-Man?”

“We haven’t been able to prove their involvement in that incident,” Tony said, quickly moving on before he could be interrupted again, “and even if we did, I doubt Spider-Man has anything near amount the money to bribe them as Osborn may have. Their past actions notwithstanding, Kravinoff and Romanoff are the best assassins in our employ, and their men are likewise well-trained. They’ll get the job done.”

“Hiring a bunch a moralistic Russians to do what needs to be done…” Jameson shook his head. “This’ll bite you in the ass, Stark. Those people have no loyalties but to themselves. I’ll allow it, though, if only because I know they’ll get that web-slinging freak before their involvement blows up horribly in your face. Two birds with one stone.”

Tony knew that he was expected to hold his silence but opted that it was the perfect moment to finally get one up on the old bastard.

“If the Russians don’t toe the line, I’ll take care of it personally.” His voice was hard as he raised his chin. “I’ll take care of any issues that might plague this city from this point on, even Spider-Man if need be. Leading SHIELD, answering to you, sure. But New York needs something more right now. A public symbol to rally around, a protector.”

Jameson raised an eyebrow. “And that protector would be you, Stark? Don’t make me laugh. I agree that we need a positive new image, but your rich frat-boy ass is the last I had in mind for the job.”

Tony reached into his pocket and withdrew the case containing the prototype test footage. Jameson seemed to hesitate for a moment, staring at the proffered case, before taking it and reading out loud the white label on its black cover.

“‘First trial flight Iron Man…’” He frowned and looked back at him. “What the hell is Iron Man?”

“That, sir,” Tony grinned, “would be me.”

**THE END  
**


End file.
